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finding or stipulation that the other party has violated any standard or requirement of HIPAA or other
<br /> security or privacy laws is made in any administrative or civil proceeding in which the party has been
<br /> joined. .
<br /> 5. Return or Destruction of PHI
<br /> Upon termination of this Agreement,Business Associate shall return or destroy all PHI received from
<br /> Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision
<br /> shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business
<br /> Associate shall retain no copies of the PHI.
<br /> Notwithstanding the above,to the extent that the Business Associate determines that it is not feasible to
<br /> return or destroy such PHI,the terms and provisions of Paragraphs A,B and C shall survive termination of
<br /> this Agreement and such PHI shall be used or disclosed solely for such purpose or purposes which
<br /> prevented the return or destruction of such PHI.
<br /> F. DEFINITIONS
<br /> Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 CFR
<br /> 160.103 and 164.501. Capitalized terms within this Agreement are defined in the text or as follows:
<br /> 1. Designated Record Set means a group of records maintained by or for the Covered Entity that is (a)
<br /> medical records and billing records about individuals maintained by or for the Covered Entity, (b)the
<br /> enrollment,payment,claims adjudication, and case or medical management record systems maintained by
<br /> or for a health plan, or(c)used, in whole or in part,by or for the Covered Entity to make decisions about
<br /> individuals.As used herein the term "record"means any item, collection, or grouping of information that
<br /> includes PHI and is maintained, collected,used, or disseminated by or.for the Covered Entity.
<br /> 2. Protected Health Information (PHI) as defined at 45 CFR 164.501 means information that is received from
<br /> Covered Entity, or created or received by Business Associate on behalf of Covered Entity,whether oral,
<br /> written, or electronic,that
<br /> a)is created or received by a health care/prescription drug provider,health plan, employer, or health care
<br /> clearinghouse, and
<br /> b)relates to the past,present, or future physical or mental health or condition of an individual;the
<br /> provision of healthcare to an individual; or the past,present, or future payment for the provision of
<br /> healthcare to an individual; and(1)identifies the individual or(2)with respect to which there is a
<br /> reasonable basis to believe the information can be used to identify the individual.
<br /> G. GENERAL PROVISIONS
<br /> 1. Amendment. This Agreement may be amended only by the mutual written agreement of the parties. The parties
<br /> agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the
<br /> Covered Entity or Business Associate to comply with the requirements of HIPAA.
<br /> 2. Indemnification.Business Associate shall release, indemnify and hold Covered Entity harmless from and
<br /> against any claims, fees, and costs,including,without limitation,reasonable attorneys' fees and costs,
<br /> which are related to Business Associate's failure to perform its obligations under this Agreement. Covered
<br /> Entity shall release,indemnify and hold Business Associate harmless from and against any claims,fees,
<br /> and costs, including without limitation,reasonable attorneys'fees and costs, which are related to Covered
<br /> Entity's alleged improper use or disclosure of Protected Health Information or other breach of this
<br /> Agreement.It is the intent of this Section to require Business Associate to indemnify the Covered Entity to the
<br /> extent permitted under North Carolina law.
<br /> 3. Remedies. The parties acknowledge that breach of Paragraphs A and B of this Agreement may cause
<br /> irreparable harm for which there is no adequate remedy at law. In the event of a breach, or if either party
<br /> has actual notice of an intended breach, such party shall be entitled to a remedy of specific performance
<br /> and/or injunction enjoining the other party from violating or further violating this Agreement. The parties
<br /> agree the election of the party to seek injunctive relief and or specific performance of this Agreement does
<br /> not foreclose'or have any effect on any right such party may have to recover damages.
<br /> 4. Survival. Business Associate's obligation to limit its use and disclosure of PHI as set out in Paragraphs A
<br /> and B survive the termination of this Agreement so long as Business Associate has PHI received during the
<br /> performance of its services as described in this Agreement.
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