08 - Medicare Ground Ambulanca Data Collection Survey

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PUBLIC G City of-Paris EMS 4, r e, Medicare Ground Ambulance Data Colleclion .Services rights of ownership to the final completed survey generated in connection with the work con- tracted for herein. 14. Conflicts of Interest The parties understand that CONTRACTOR is not required to perform the Contracted Services on a full-time basis for PROVIDER and may perform services for other individuals and organiza- tions consistent with the limitations in this AGREEMENT. 15. Waiver The failure of a party to enforce a provision of this AGREEMENT shall not constitute a waiver with respect to that provision or any other provision of this AGREEMENT. 16. Entire Agreement This AGREEMENT (including the attachments) constitutes the entire agreement between the par- ties with respect to the subject matter of the Contracted Services, and supersedes all prior agree- ments and understandings, both written and oral. Notwithstanding the foregoing, any separate written agreement between the parties regarding the confidentiality and security of information exchanged or used by the parties for purposes of this AGREEMENT shall be effective unless and until it is specifically terminated. 17. Amendment This AGREEMENT may be amended only by written agreement of the parties, signed by author- ized representatives and referencing this AGREEMENT. 18. Severability If any provision in this AGREEMENT is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions in this AGREEMENT shall continue in full force and effect. 19. Applicable Law and Venue The parties agree that this AGREEMENT is governed by the laws of the State of Texas. The par- ties also consent to jurisdiction in the courts of the State of Texas and agree that such courts shall have exclusive jurisdiction over the enforcement of this AGREEMENT. Further, the parties agree that venue for any court action or proceeding arising out or relating to this AGREEMENT shall be in Lamar County, Texas. 20. Force Majeure Neither party shall be responsible for delays or failures in performance resulting from a Force Majeure Event. For the purpose of this AGREEMENT, a "Force Majeure Event" means any cir- cumstance not within the reasonable control of the party affected that cannot be prevented, avoided, or removed by such party, and that materially and adversely affects the ability of that party to perform its obligations under this AGREEMENT. Events of Force Majeure shall include, but not be limited to: a. any act of war (whether declared or not), hostilities, invasion, military action, nuclear catas- trophes, acts of terrorism, or civil disorder; Page 6