provided, however, that ORGANIZATION and PARTNER may assign all or part of this
Agreement to its successor, affiliates, and assigns. This Agreement shall be binding upon
and inure to the benefit of ORGANIZATION and PARTNER's successors, affiliates, and
Severability. If any provision of this Agreement is held invalid by a court of competent
jurisdiction, such provision shall be deemed modified to eliminate the invalid element,
and as so modified, such provision shall be deemed a part of this Agreement. If it is not
possible to modify any such provision to eliminate the invalid element, such provision
shall be deemed eliminated from this Agreement. The invalidity of any provision of this
Agreement shall not affect the force and effect of the remaining provisions.
Governing Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of ORGANIZATION .
Enforceability. This Agreement shall be enforceable only by the parties hereto and their
successors in interest by assignment. No other person shall have the right to enforce any
of the provisions contained herein nor is this Agreement intended to create any third-
party beneficiary rights.
Amendments. This Agreement may not be revoked, altered, changed, modified, amended
or discharged except in writing. No waiver of one or more of the provisions of this
Agreement or failure to enforce the Agreement by either of the parties hereto shall be
construed as a waiver of any subsequent rights. Only the signatories to this Agreement,
or their successors, may revoke, alter, change, modify, amend, or discharge this
Prior Agreements, Modifications. This Agreement, together with any attachments,
exhibits or appendices, constitutes the entire agreement between the parties regarding its
subject matter and shall supersede all prior agreements, promises, negotiations, and
representations, oral or otherwise with respect to this subject matter.
8.10 Indemnification. PARTNER agrees to indemnify and hold harmless the Regents of the
University of <State>, its governing board, from and against any and all claims, costs,
losses, damages, liabilities, expenses, demands, and judgments, including litigation
expenses and attorney's fees, which may arise from PARTNER'S performance under this
Agreement or negligent acts or omissions of its subcontractors, agents, or employees.
8.11 Liquidated Damages. PARTNER agrees that ORGANIZATION would be substantially
and irretrievably damaged by PARTNER sharing any of the individually identifiable
health information, in any form, provided to PARTNER with any other party.
PARTNER shall be personally responsible to pay ORGANIZATION the amount of
$50,000.00 in liquidated damages per occurrence should the PARTNER or any of its
subcontractors, agents or employees intentionally or accidentally make available any
DATA to another party.