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accordance with Provider's privacy and secwity policies and procedwe. Provider shall make employees, agents, and contractors
<br />aware that certain violations may result in notification by Provider to law enforcement officials as well as regulatory, accreditation and
<br />licenswe organizations.
<br />c. Provider may, at its discretion, deny access to any person it has reason to believe accessed, used, or disclosed Data
<br />other than as permitted under this Agreement.
<br />d. Provider agrees and acknowledges that a minimum standard of privacy and security is required to protect PHI
<br />regardless of legal obligations of Provider. As such, regardless of whether or not Provider is a "covered entity" or "business
<br />associate" as defined under HIPAA, it shall comply with the requirements of HIPAA as though each were a covered entity under
<br />HIPAA except to the extent that Provider is a business associate and complies with the requirements of a valid business associate
<br />agreement.
<br />6. Term and Termination.
<br />a. Term. The term of this Agreement shall commence as of the Effective Date and shall continue in full force and
<br />effect for as long as Provider elects. Either Party may terminate this Agreement without cause by providing thirty (30) days' prior
<br />written notice to the other Party.
<br />b. Immediate Termination. Either Party shall have the right to immediately terminate this Agreement to comply with
<br />any legal order, ruling, opinion, procedure, policy, or other guidance issued, or proposed to be issued, by any federal or State agency,
<br />or to comply with any provision of law, regulation or any requirement of accreditation, tax-exemption, federally-funded health care
<br />program participation or licensure which (i) invalidates or is inconsistent with the provisions of this Agreement; (ii) would cause
<br />Provider to be in violation of the law; or (iii) jeopardizes the good standing status of licensure, accreditation or participation in any
<br />federally or State funded health care program, including without limitation Medicare and Medicaid programs.
<br />c. Termination with Cause. Notwithstanding any other provision of this Agreement, either Party may terminate its
<br />participation in this Agreement if the other Party has materially violated its responsibilities under this Agreement and has failed to
<br />provide satisfactory assurances within ten (10) days of notice of such material violation that reasonable steps are being taken to effect
<br />a cure, and in any event: (i) such cwe will be completed no later than thirty (30) days from notice of such material violation; and (ii)
<br />the breaching Party has taken reasonable steps to prevent the recurrence of such material violation.
<br />d. Termination of Access to Data. Notwithstanding subsection c. above and to the extent permitted by law, Network
<br />or NCCCN, as applicable, reserves the right to terminate immediately Provider's access to Data at any time if Network has a good
<br />faith, reasonable basis reason to believe that Provider has suffered a Security Incident of the security of its System, has violated any
<br />material obligations under this Agreement, including without limitation accessing any information that Provider would not otherwise
<br />be authorized to receive pwsuant to this Agreement, improperly disclosing Data or failing to abide by appropriate policies and
<br />procedwes.
<br />e. Remedies for Breach. Each Party agrees that money damages may not be a sufficient remedy for any breach of this
<br />Agreement and that, in addition to alt other available legal or equitable remedies, the non-breaching Party will be entitled to equitable
<br />relief, including injunction and specific performance, for any breach of the provisions of this Agreement, without proof of actual
<br />damages.
<br />f. Effect of Termination. Upon termination of this Agreement, Data stored and provided to the Informatics Center by
<br />Provider shall no longer be accessible through Provider's System. However, Data that has been disclosed hereunder may thereafter be
<br />integrated into the records of the recipient. Following termination of this Agreement, Data shall continue to be subject to the
<br />provisions of this Agreement, including, without limitation, provisions regarding privacy and security. Provider shall cooperate with
<br />Network in making reasonable and medically appropriate arrangements for the continued care of Beneficiaries as soon as reasonably
<br />practicable upon termination of this Agreement.
<br />7. Warranties and Limitation of Liabiliri.
<br />a. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE PARTIES HEREBY DISCLAIM ALL IMPLIED AND
<br />EXPRESS WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER STATUTORY OR COMMON LAW, ARISING
<br />FROM COURSE OF DEALING, OR OTHERWISE. NO PARTY WARRANTS THAT THE PERFORMANCE OR DELIVERY OF
<br />THE DATA WILL BE UNINTERRUPTED OR ERROR FREE. NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR
<br />ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY A PARTY OR
<br />ANY OTHER THIRD PARTY. NO PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO
<br />THE ACTS OR OMISSIONS OF ANOTHER PARTY OR THAT PARTY'S AUTHORIZED USERS IN ACQUIRING,
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