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IV. TERMINATION <br />(a) Term: This Agreement terminates when the Arrangement Agreement terminates <br />or as provided in Paragraph IV.b. below (termination for cause). <br />(b) Termination for cause: Upon Covered Entity's knowledge of a material breach by <br />Business Associate, Covered Entity shall either: <br />(i) provide an opportunity for Business Associate to cure the breach <br />or end the violation or, if Business Associate does not cure the breach or end the <br />violation within the time specified by Covered Entity, terminate this Agreement <br />and the Arrangement Agreement; or <br />(ii) immediately terminate this Agreement and the Arrangement <br />Agreement if Business Associate has breached a material term of this Agreement <br />and cure is not possible. <br />(c) Return or destruction of protected health information: At termination of this <br />Agreement, the Arrangement Agreement (or any similar documentation of the <br />business relationship of the Parties), or upon request of Covered Entity, whichever <br />occurs first, Business Associate shall: <br />(i) if feasible, return or destroy all protected health information <br />received from or created or received by Business Associate on behalf of Covered <br />Entity that Business Associate still maintains in any form. Business Associate shall <br />only destroy protected health information with the written approval of Covered <br />Entity. After return or destruction, Business Associate shall retain no copies of such <br />information. <br />(ii) if return or destruction is not feasible, Business Associate will provide <br />Covered Entity with documentation explaining the reason that it is not feasible. If <br />the protected health information is not returned or destroyed, Business Associate <br />will extend the protections of this Agreement to the information and limit further <br />uses and disclosures to those purposes that make the return or destruction of the <br />information not feasible. <br />(d) Survival: The obligations of Business Associate under this Agreement shall survive <br />the expiration, termination, or cancellation of this Agreement, the Arrangement <br />Agreement and/or the business relationship of the .parties, and shall continue to <br />bind Business Associate, its agents, employees, contractors, successors, and <br />assigns as set forth herein. <br />V. MISCELLANEOUS <br />(a) All protected health information that is created or received by Covered Entity <br />and disclosed or made available in any form, including paper record, oral <br />communication, audio recording, and electronic display by Covered Entity or its <br />operating units to Business Associate or is created or received by Business <br />Associate on Covered Entity's behalf shall be subject to this Agreement. <br />(b) A reference in this Agreement to a section in the HIPAA Privacy Rule means the <br />section as in effect or as amended. <br />(c) In the event of an inconsistency between the provisions of this Agreement <br />(including definitions) and mandatory provisions of the HIPAA Privacy Rule, as <br />Page 3 of 4 <br />S:\Managers Working Files\Contracts\PHARMACY\FY 2010\09-10 OCBAA with Dupuis.doc <br />