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invoice date. All fees and compensation received or realized as a result of the Services provided by Clinic under this Agreement shall belong to and be paid and delivered to Clinic. The Parties agree the above terms have been negotiated at arm's length and the compensation is consistent with fair market value that does not take into consideration the volume or value of any referrals or business otherwise generated or that may be generated between the Parties for which payment may be made in whole or in part under Medicare or a State health care program. 5. SPACE. EOUIPMENT AND ASSISTANCE. Clinic will make reasonably necessary space, equipment, and supplies available in order for Clinic staff to provide the Services. Client agrees to make its employees available as necessary and appropriate to coordinate the provision of the Services by Clinic. 6. MEDICAL REPORTING REOUIREMENT. In the event the Services exceed $10,000.00 during the term hereof or during the combined term hereof and any preceding or succeeding Agreement or renewal between the Parties, Client agrees, with, to and for the benefit ol the Secretary of Health and Human Services ("HHS") or the Comptroller General of the United States, and their authorized representatives including Medicare fiscal intermediaries, to grant access for a period of seven (7) years after the end of the cost reporting period in which such Services are fumished pursuant to this Agreement and to any similar Agreement between the Parties and any organization related to Client and its books, documents and records to verifu the costs of this Agreement in furnishing the Services in the event that the implementing regulations issued by HHS are deemed applicable to the parties hereto and this Agreement. Clinic agrees to cooperate with client to the extent necessary with regard to the maintenance of records and to allow Client such access as may needed for any audit of fiscal practices and compliance, and for Client to address it's obligations under the Public Records Act, RCW 42.56. 7. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns. Neither Party shall delegate or assign its rights or duties under this Agreement without the prior written consent of the other Party. Any delegation or assignment, without such consent, shall not relieve the transferor or assignor of its duties or obligations under this Agreement. This provision shall not be construed to prevent Clinic from engaging independent contractors to perform certain Services. LAW . All questions relative to the execution, validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Washington. The Parties agree that any action related to this Agreement shall be instituted and maintained as provided in Section 13. The Parties agree that venue for any action shall lie in Kittitas County, State of Washington, and each Party waives the right to change of venue. 8 4