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38 <br />I. Action. For purposes of this Business Associate Agreement, whenever <br />action is required by a party to this Business Associate Agreement, such <br />action must be taken by a person or persons with authority to act on behalf <br />of such party to this Business Associate Agreement. <br />J. Governing Law. This Business Associate Agreement shall be governed by <br />the law of Minnesota, except to the extent preempted by federal law. <br />K. Severability. The invalidity or unenforceability of any provision of this <br />Business Associate Agreement shall not affect the validity or enforceability <br />of any other provision of this Business Associate Agreement, which shall <br />remain in full force and effect. <br />L. Notices. All notices and communications required by this Business <br />Associate Agreement shall be in writing. Such notices and communications <br />shall be given in one of the following forms: (i) by delivery in person, (ii) by <br />a nationally recognized, next-day courier service, (iii) by first-class, <br />registered or certified mail, postage prepaid; or (iv) by electronic mail to <br />the address that each party specifies in writing. <br />M. Entire Agreement. This Business Associate Agreement constitutes the <br />entire agreement between the parties with respect to its subject matter and <br />constitutes and supersedes all prior agreements, representations and <br />understandings of the parties, written or oral, with regard to this same <br />subject matter. Notwithstanding the foregoing, this Business Associate <br />Agreement is intended to supplement (rather than supersede) the <br />agreement between Business Associate and the sponsor of the Plan related <br />to the services that Business Associate provides with respect to <br />administration of the Plan. <br />N. Counterparts. This Agreement may be executed in counterparts, each of <br />which so executed shall be construed to be an original, but all of which <br />together shall constitute one agreement binding on all parties, <br />notwithstanding that all parties are not signatories to the same counterpart. <br />Transmission by facsimile or electronic mail of an executed counterpart of <br />this Agreement shall be deemed to constitute due and sufficient delivery of <br />such counterpart. This Agreement and any amendment or modification <br />may not be denied legal effect or enforceability solely because it is in <br />electronic form, or because an electronic signature or electronic record was <br />used in its formation.