is Protected Health Information (“ PHI”) as that term is defined by HIPAA, the Parties agree to use, disclose, and secure PHI in accordance with the HIPAA rules and other applicable requirements and to execute such other documents or amendments hereto and take such other actions as may be necessary to comply with HIPAA and other related laws.
If Client provides TimelyCare with any legally confidential information, including but not limited to, confidential personnel information or "personally identifiable information" from student education records as defined by the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and the implementing regulations in Title 34, Part 99 of the Code of Federal Regulations, TimelyCare hereby certifies that collection of this information from Client is necessary for the performance of TimelyCare's duties and responsibilities on behalf of Client under this Agreement.
NOTICES. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given when delivered to a Party at the address set forth on the signature page for such party. Delivery of notices or other communications may be made by courier, registered mail, telecopy or electronically.
COMMUNICATIONS. TimelyCare will provide a description of the Services for use by the Client. Any changes or modifications to such description of services, and any and all materials used by the Client or its agents to describe the Services must be approved in advance in writing by TimelyCare prior to distribution.
WAIVER. Each Party's obligations under this Agreement may be waived in writing by such other Party to the extent permitted by applicable law. Any delay or failure to exercise any remedy or right under this Agreement shall not be construed as a waiver of a remedy or right, or an acquiescence in a default.
GOVERNING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky without giving effect to the rules of conflicts of law. Each Party to this Agreement hereby agrees and consents that any legal action or proceedings with respect to this Agreement shall only be brought in the courts of the Commonwealth of Kentucky, in Franklin County, Kentucky. By execution and delivery of this Agreement, each such party hereby (i) accepts the jurisdiction of the aforesaid courts; (ii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the venue set forth above; and (iii) further waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
ENTIRE AGREEMENT. This Agreement (including the exhibits hereto) is the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, memoranda, and other such communications, whether written or oral.
PRESS RELEASE. The Parties acknowledge and agree that TimelyCare may use the name of the Client in any and all promotional and informational material and services material which TimelyCare may distribute and disseminate in all social and paper media, without the prior approval of the Client.
MISCELLANEOUS. The Client may not assign any of its rights or duties under this Agreement without the prior written consent of TimelyCare. This Agreement shall be binding upon and insure to the benefit of TimelyCare and its successors and assigns and to the benefit of the Client and the Client's permitted assigns. This Agreement may be amended only by a written instrument signed by both Parties. If any provision of this Agreement is held to be invalid, the remainder of this Agreement will not be affected unless the invalid provision substantially impairs the benefits of the remaining portions of this Agreement. This Agreement may be executed in one or more counterparts.
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