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u A?? that it shall comply with the applicable provisions of the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d through d-8, and the requirements of any regulations promulgated there under. Entire Contract; Jurisdiction. This Agreement constitutes the entire contract between CL.IENT and MAXIM regarding the Services to be provided hereunder. Any agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be the original, but all of which shall constitute one and the same document. No amendments to this Agreement will be effective unless made in writing and signed by duly authorized representatives of both parties. This Agreement will be govemed by and construed in accordance with the laws of the state of Maryland, without regard to its principles of conflict of laws. Any dispute or claim from this Agreement shall be resolved exclusively in the federal and state courts of the State of Maryland and the parties herby irrevocably submit to the personal jurisdiction of said courts and waive all defenses thereto. Availability of Vaccine and Supplies. The parties agree that MAXIM'S obligation under this Agreement to provide Services is expressly conditioned upon the availability of adequate quantities of vaccine or supplies. Should sufficient quantities of vaccine or supplies become unavailable, MAXIM will not be required to provide Services and shall have no liability whatsoever to FACILITY or any third party as a result of its failure or inability to do so. Availability of Personnel. The parties agree that MAXIM'S duty to supply healthcare personnel to provide Services hereunder is expressly conditioned upon the availability of sufficient quantities of qualified MAXIM Personnel. The inability or failure of MAXIM to provide Services due to the lack of Personnel will not result in a penalty and will not constitute a breach of this Agreement, and MAXIM shall have no liability whatsoever to FACILITY or any third party as a result of its failure or inability to do so. Notices. Any notice or demand required under this Agreement will be in writing; will be personally served or sent by certified mail, retum receipt requested, postage prepaid, or by a recognized ovemight carrier which provides proof of receipt; and will be sent to the addresses below and valid upon delivery. North Olmsted Senior Center 28114 Lorain Rd North Olmsted, OH 44070 ATTN: Tiffany Hunt Maxim Health Systems, LLC 7227 Lee Deforest Drive Columbia, MD 21046 ATTN: Contracts Department COPY TO: Maxim Health Systems, LLC 1880 E Dublin Granville Rd, Suite 200 Columbus, OH 43229 ATTN: Jeremy Markewicz WHEREFORE, FACILITY and MAXIM acknowledge their understanding of and agreement to the mutual promises written above by executing this Agreement as of the Effective Date first written above. NORTH OLMSTED SENIOR CENTER: MAXIM HEALTH SYSTEMS, LLC: Signature Printed Name & Title Date Rev. 07/06 MAXtM HEALTH SYSTEMS, LLC Signature Kathy Jackson, Controller Printed Name & Title Date Copyright 2003-2006 All rights reserved.