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(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 /> amended, the HIPAA Privacy Rule shall control. Where provisions of this <br /> Agreement are different than those mandated in the HIPAA Privacy Rule, but are <br /> nonetheless permitted by the HIPAA Privacy Rule, the provisions of this Agreement <br /> shall control. <br /> (d) Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this <br /> Agreement do not intend to create any rights in any third parties. <br /> (e) This Agreement may be amended or modified only in a writing signed by the <br /> Parties. No Party may assign its respective rights and obligations under this <br /> Agreement without the prior written consent of the other Party. None of the <br /> provisions of this Agreement are intended to create, nor will they be deemed to <br /> create any relationship between the Parties other than that of independent <br /> 15 <br />