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9. WAIVER AND MODIFICATION INEFFECTIVE UNLESS IN WRITING. No waiver, <br />alteration, or modification of any of the provisions of this Agreement shall be binding unless <br />in writing and signed by a duly authorized representative of both Parties. <br />10. COMPETITION. Client recognizes that Clinic has invested considerable time and money in <br />developing the knowledge and experience related to the Services. Client further recognizes <br />the fact that staffing costs, including but not limited to, recruitment, insurance, fringe <br />benefits, continuing education, and salary, are major expenses to Clinic. In consideration <br />thereof, Client agrees not to employ or offer employment to any present or former employee <br />or independent contractor of Clinic who may be involved in the provision of the Services, for <br />a period of one (1) year from the date of termination of his or her employment or contract <br />with Clinic. <br />11. COMPLIANCE. Each Parry agrees to comply with applicable laws, rules and regulations <br />with respect to the Services provided under this Agreement. <br />11.1 HIPAA. Each party agrees to comply with all applicable laws, including the Health <br />Insurance Portability and Accountability Act of 1996, Subtitle F - Administrative <br />Simplification, and its implementing regulations as they currently exist and as from time to <br />time amended ("HIPAA") and Washington state law protecting the confidentiality of health <br />care information, including without limitation any requirement for a written release of <br />information from Client's Patient(s). The parties further agree to negotiate in good faith <br />any additional agreements or amendments to this Agreement that are necessary to ensure <br />compliance with HIPAA or state law. If after good faith negotiations the parties are not <br />able to agree to the terms necessary to comply with HIPAA or state law, this Agreement <br />may be terminated by either party upon written notice. <br />11.2 The parties are aware of laws prohibiting practices involving kickbacks, rebates, payments <br />for referrals, private inurement and the unauthorized practice of medicine. Each party <br />acknowledges that it has entered into this Agreement without intent to violate such laws <br />and believes that this Agreement does not violate such laws. Each party agrees to seek to <br />enforce this Agreement as it is written and not to assert that the relationship between the <br />parties is anything other than a bona fide contractual relationship. <br />If any federal or state law or regulation is interpreted by judicial decision, regulatory action <br />or a party's legal counsel in a manner that indicates that this Agreement may be in violation <br />of such law or regulation, the parties shall work in good faith to amend this Agreement as <br />necessary to comply with such law or regulation to the maximum extent possible, any such <br />amendment shall preserve the financial terms of this Agreement. If the parties are unable <br />to reach agreement on- an amendment that preserves the financial terms, the parties shall <br />unwind the financial terms and terminate this Agreement within a reasonable time. <br />12. RELATIONSHIP OF PARTIES. Clinic is an independent contractor in the provision of the <br />Services under this Agreement. This Agreement does not constitute either Party the agent or <br />5 <br />