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With a copy to: HealthPartners General Counsel P.O. Box 1309 Minneapolis MN 55440-1309 A party may change its address and that of its representative(s) for notice by giving notice as provided in this section. 5.6. Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning that permits each party to comply with applicable law. 5.7. Governing documents. If a conflict arises between any term or provision of this BAA and the Underlying Agreement, this BAA controls to the extent that the conflict relates to or arises from the Use or Disclosure of PHI or Individual rights regarding PHI. The Underlying Agreement controls all other conflicts. 5.8. Governing law, jurisdiction and venue. This BAA is governed by and interpreted under Minnesota law. Any lawsuit arising between the parties directly or indirectly out of this BAA must be brought in a court of competent jurisdiction located in the State of Minnesota. 5.9. Severability. This BAA must be interpreted in a way that if any provision is held invalid, the rest of the BAA shall remain in full effect, unless the invalid provision would materially alter a party's interests or materially affect its ability to perform under the Agreement. 510. Legal Compliance. The parties must perform their respective duties and obligations under this BAA in compliance with all applicable state or federal law. 5.10.1. Any reference to a statute in this BAA shall be deemed to include its implementing regulations. 5.10.2. Any reference to a statute or regulation in this BAA means that statute or regulation as amended or supplemented and any corresponding provisions of successor statutes or regulations, unless context requires otherwise. 5.1 L Interpretation of "includes" or "including". The words "includes" or "including" in this BAA means "including but not limited to." 512. Assignment. Business Associate may assign this BAA to one of its affiliates or related entities upon notice to Covered Entity. If the BAA is appropriately assigned, the BAA will bind the parties and their successors and assigns. 5.13. Limitation of Liability. Neither party shall be liable to the other party for any incidental, consequential, special, or punitive damages of any kind or nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if the other party has been advised of the possibility of such loss or damages. 5.14. Signatures and Counterparts. This BAA may be executed by any form of signature authorized by law. Each counterpart shall be deemed an original copy of the BAA and, when taken together, shall be deemed to constitute one and the same agreement. 1032762-6 21