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reference. All requests for payments for Contractor's Fees will be remitted by Contractor <br />to Manager at the Manager Payment Contact as stated in Exhibit 3 following receipt of an <br />invoice for Services rendered during the preceding quarter, along with supporting <br />documentation, submitted no later than the Invoice Deadline Dates as set forth in Exhibit <br />3. <br />4. Termination. This Contract may be terminated by Contractor upon Thirty (30) days <br />written notice to the Manager. Manager may terminate this Contract upon not less than <br />Ten (10) days written notice to Contractor, in Manager's discretion. <br />5. Works For Hire Protected Health Information. All nonprotected, public research, findings, <br />formulas and statistics that arise out of or are related to this Contract shall be considered <br />"works for hire" (as defined in 17 U.S.C. §101) and shall be considered assigned and <br />irrevocably licensed to Manager, and, if not protected, in and part of the public domain. <br />Contractor hereby knowingly and voluntarily assigns any and all intellectual property that <br />results out of or is related to this Contract and the Services to Manager. At all times, <br />including after termination of this Contract, secure and forbid disclosure of protected <br />health information and comply with all provisions of the Health Insurance Portability and <br />Accountability Act ("HIPAA" found at 45 CFR Part 160 and 164) and the HIPAA Privacy <br />Rules and Security Rules promulgated thereunder. <br />6. Notices. With exception to the Manager Payment Contact, any and all Notices required <br />hereunder shall be to the persons and at the places as identified on the attached Exhibit <br />4, incorporated herein by this reference. Manager and Contractor may change the Notice <br />contact person or address effective the date as set forth on a Notice of change of contact <br />person/place to the other party. <br />7. Miscellaneous: Time is specifically declared to be of the essence. Manager and Contractor <br />agree to cooperate fully in all matters related to or arising out of this Contract. This <br />Contract was written by Manager and has been submitted to the scrutiny of Contractor <br />and Contractor's legal counsel and shall be given a fair and reasonable interpretation, <br />without consideration or weight being given to one of the parties. If Contractor has not <br />submitted this Contract to the scrutiny of its legal counsel, Contractor stipulates, despite <br />having the opportunity to do so, Contractor has waived the same, and elected to proceed <br />without the benefit of legal review. Waiver by any party of a breach of any covenant, <br />agreement or undertaking contained herein shall be made only by written waiver, and no <br />such waiver shall operate or be construed as a waiver of any prior or subsequent breach <br />of the same covenant, agreement or undertaking. Except as otherwise specifically <br />provided herein, the exercise of any remedy provided by law or otherwise and the <br />provisions of this Contract for any remedy, shall not exclude any other remedy. Manager <br />and Contractor execute this Contract solely as parties in a contractual agreement. No <br />partnership, joint venture or joint undertaking shall be construed from these presents, <br />and no third party may rely upon any provision of this Contract for its direct benefit except <br />as provided herein. This Contract is deemed entered into in the Washington County in <br />which Manager's office is situated and shall be governed under the laws of the State of <br />Washington. The parties hereto understand and agree that they each have a duty to act <br />in good faith on each and every term and condition of this Contract. Every duty and every <br />act which must be performed under this Contract imposes an obligation of good faith in <br />