9. Miscellaneous
a. Amendment. No amendment or variation of the terms of this Agreement shall be valid unless in writing and signed by both Parties.
b. Anti-Referral Laws. Nothing in this Agreement, nor any other written or oral agreement, nor any consideration in connection with this Agreement, contemplates or requires or is intended to induce or influence the admission or referral of any patient to or the generation of any business between Practice and any other person or entity. This Agreement is not intended to influence any Provider’s professional judgment in choosing the appropriate care and treatment of patients.
c. Assignment. This Agreement, and any rights You may have under it, are not assignable or transferable by You.
d. Authorization for Agreement. The execution and performance of this Agreement by Practice and You have been duly authorized by all necessary laws, resolutions, and corporate or partnership action, and this Agreement constitutes the valid and enforceable obligations of the parties in accordance with its terms.
e. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all other agreements, understandings, negotiations, or representations, oral or written, between them.
f. Governing Law. This Agreement shall be subject to and governed by the laws of South Carolina, without regard to any conflicts of law provisions therein contained. All disputes arising out of this Agreement shall be settled by binding arbitration. The provider of arbitration services shall be made solely at Practice's discretion and costs of arbitration shall be borne equally by the parties.
g. Non-Discrimination. Under no circumstances will Practice discriminate against You, or terminate this Agreement, on the basis of sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic information, status, or any other protected status. However, Practice reserves the right to accept or decline patients based upon our capability to appropriately manage the primary care needs of our patients.
h. Notices. Any notices or payments required or permitted to be given under this Agreement shall be deemed given when in writing, by electronic transmission, hand delivered, or with proof of deposit in the United States mail. All notices shall be deemed delivered on the date of actual delivery, as evidenced by the return receipt or courier record, or by verified digital date stamp in the case of electronic transmission.
i. Severability. If any provision of this Agreement shall be deemed, by a court of competent jurisdiction, to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected, and the offending provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and in its modified form, and that provision shall then be enforceable.
If this Agreement is held to be invalid or unenforceable for any reason, and if Practice is therefore required to refund all or any portion of the Monthly Fees paid by You, You agree to pay Practice an amount equal to the fair market value of the Services actually rendered to You during the period of time for which the refunded fees were paid commensurate with prevailing rates in the Practice area.
j. Survival. Any provisions of this Agreement creating obligations extending beyond the term of this Agreement shall survive the expiration or termination of this Agreement, regardless of the reason for such termination.