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IV. AVAILABILITY OF PHI <br /> (a) Business Associate agrees to make available Protected Health Information in a <br /> Designated Record Set to Covered Entity to the extent and in the manner required by Section 164.524 <br /> of the HIPAA Security and Privacy Rule. <br /> (b) Business Associate agrees to make available Protected Health Information in a <br /> Designated Record Set for amendment and to incorporate any amendments to Protected Health <br /> Information in accordance with the requirements of Section 164.526 of the HIPAA Security and Privacy <br /> Rule and at the direction of Covered Entity. <br /> (c) Business Associate agrees to maintain and make available the information required to <br /> provide an accounting of disclosures, as required by Section 164.528 of the HIPAA Security and <br /> Privacy Rule. Business Associate will comply with Covered Entity's policy regarding accounting of <br /> disclosures, a copy of which is available at http://www.med.unc.edu/security/hipaa/documents/dl3.pdf. <br /> (d) In the event an Individual makes a request under this Section IV directly to Business <br /> Associate, Business Associate will notify Covered Entity of such request within three (3) business days <br /> and shall cooperate with, and act only at the direction of, Covered Entity in responding to such request. <br /> V. TERMINATION <br /> This Agreement shall be effective as of the date first set forth above and shall terminate upon the <br /> earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered <br /> Entity for cause as provided herein. Notwithstanding anything in this Agreement to the contrary, <br /> Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement <br /> immediately if Covered Entity determines that Business Associate has violated any material term of this <br /> Agreement. If Covered Entity reasonably believes that Business Associate will violate a material term <br /> of this Agreement and, where practicable, Covered Entity gives written notice to Business Associate of <br /> such belief within a reasonable time after forming such belief, and Business Associate fails to provide <br /> adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement <br /> within a reasonable period of time given the specific circumstances, but in any event, before the <br /> threatened breach is to occur, then Covered Entity shall have the right to terminate this Agreement and <br /> the Arrangement Agreement immediately. <br /> Vl. MISCELLANEOUS <br /> Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this <br /> Agreement do not intend to create any rights in any third parties. The obligations of Business Associate <br /> under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the <br /> Arrangement Agreement and/or the business relationship of the parties, and shall continue to bind <br /> Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. <br /> This Agreement may be amended or modified only in a writing signed by the Parties. No Party may <br /> assign its respective rights and obligations under this Agreement without the prior written consent of the <br /> other Party. None of the 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 parties contracting with each <br /> other solely for the purposes of effecting the provisions of this Agreement and any other agreements <br /> between the Parties evidencing their business relationship. This Agreement will be governed by the <br /> laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation <br />