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19 <br />confidentiality, integrity and availability of the a-PHI that it creates, receives, <br />maintains or transmits on behalf of CLIENT. <br />2. BILLING COMPANY will require that any agent, including a subcontractor, to <br />whom to it provides a-PHI that was created, received, maintained or transmitted <br />on behalf of CLIENT agrees to implement commercially reasonable administrative, <br />physical and technical safeguards designed to protect the confidentiality, integrity <br />and availability of such a-PHI. <br />3. BILLING COMPANY agrees to alert CLIENT of any security incident (as defined <br />by the HIPAA Security Rule) which it becomes aware, and the steps it has taken <br />to mitigate any potential security compromise that may have occurred, and <br />.provide a report to CLIENT of any loss of data or other information system <br />compromise as a result of the incident. <br />4. BILLING COMPANY agrees to indemnify and hold harmless CLIENT and any of <br />its officers, agents and employees, from any claims of third parties arising out or <br />any act or omission of BILLING COMPANY in connection with the performance of <br />this Agreement. <br />D. Term and Termination <br />1. Term. The Term of this Agreement shall be effective as of January 1, 2010, <br />and shall terminate when all of the Protected Health Information provided <br />by CLIENT to BILLING COMPANY, or created or received by BILLING <br />COMPANY on behalf of CLEINT, is destroyed or returned to CLIENT or, if it <br />is infeasible to return or destroy Protected Health Information, protections <br />are extended to such information, in accordance with the termination <br />provisions in this Section. <br />2. Notwithstanding any other provisions of this Agreement, this Agreement <br />may be terminated by CLIENT, in its sole discretion, if CLIENT determines <br />that BILLING COMPANY has violated a material term or provision of this <br />Agreement pertaining to CLIENT'S obligations under the. HIPAA privacy or <br />security rules, or if BILLING COMPANY engages in conduct which would, if <br />committed by CLIENT, would result in a material violation of the HIPAA <br />.privacy or security rules by CLIENT. <br />a. Effect of Termination. <br />(1) Except as provided in paragraph (2) of this section, upon <br />termination of this Agreement, for any reason, BILLING <br />COMPANY shall return or destroy all Protected Health <br />16 <br />