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9. WAIVER AND MODIFICATION INEFFECTIVE UNLESS IN WRITING. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of both Parties. 10. COMPETITION. Client recognizes that Clinic has invested considerable time and money in developing the knowledge and experience related to the Services. Client further recognizes the fact that staffing costs, including but not limited to, recruitment, insurance, fringe benefits, continuing education, and salary, are major expenses to Clinic. In consideration thereof, Client agrees not to employ or offer employment to any present or former employee or independent contractor of Clinic who may be involved in the provision of the Services, for a period of one (l) year from the date of termination of his or her employment or contract with Clinic. ll.COMPLIANCE. Each Parfy agrees to comply with applicable laws, rules and regulations with respect to the Services provided under this Agreement. ll.1 HIPAA. Each party agrees to comply with all applicable laws, including the Health Insurance Portability and Accountability Act of 1996, Subtitle F - Administrative Simplification, and its implementing regulations as they currently exist and as from time to time amended ("HIPAA") and Washington state law protecting the confidentiality of health care information, including without limitation any requirement for a written release of information from Client's Patient(s). The parties further agree to negotiate in good faith any additional agreements or amendments to this Agreement that are necessary to ensure compliance with HIPAA or state law. If after good faith negotiations the parties are not able to agree to the terms necessary to comply with HIPAA or state law, this Agreement may be terminated by either party upon written notice. I 1.2 The parties are aware of laws prohibiting practices involving kickbacks, rebates, payments for referrals, private inurement and the unauthorized practice of medicine. Each party acknowledges that it has entered into this Agreement without intent to violate such laws and believes that this Agreement does not violate such laws. Each party agrees to seek to enforce this Agreement as it is written and not to assert that the relationship between the parties is anything other than a bona fide contractual relationship. If any federal or state law or regulation is interpreted by judicial decision, regulatory action or a party's legal counsel in a manner that indicates that this Agreement may be in violation of such law or regulation, the parties shall work in good faith to amend this Agreement as necessary to comply with such law or regulation to the maximum extent possible, any such amendment shall preserve the financial terms of this Agreement. If the parties are unable to reach agreement on' an amendment that preserves the financial terms, the parties shall unwind the financial terms and terminate this Agreement within a reasonable time. 12. RELATIONSHIP OF PARTIES. Clinic is an independent contractor in the provision of the Services under this Agreement. This Agreement does not constitute either Party the agent or 3