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Breach which Business Associate obtains. Business Associate shall cooperate with Covered <br /> Entity to determine whether the Breach requires notice to Individuals and others under the <br /> Breach Notification Rule. , <br /> 3.5 Marketing and Fundraising. Business Associate shall not use or disclose PHI to engage in any <br /> marketing or fundraising communications on behalf of Covered Entity. If the Parties wish for <br /> Business Associate to use or disclose any PHI to engage in any marketing or fundraising <br /> communications on behalf of Covered Entity, the Parties agree to amend the Underlying <br /> Contracts and this Agreement accordingly. <br /> 3.6 Effect of Chances to HIPAA the Privacy Rule Security Rule or Breach Notification Rule. To <br /> the extent that any relevant provision of HIPAA, the Privacy Rule, the Security Rule, or the <br /> Breach Notification Rule is amended in a manner that materially changes the obligations of <br /> Business Associate or Covered Entity that are embodied in the terms of this Agreement, the <br /> Parties agree to negotiate in good faith appropriate amendment(s) to this Agreement in order to <br /> give effect to such revised obligations. If the Parties cannot agree on an amendment to this <br /> Agreement, either Party may terminate this Agreement and the Underlying Contracts upon thirty <br /> (30) days written notice to the other Party or upon such lesser notice as may be required by <br /> applicable law. <br /> 4. TERMINATION. <br /> 4.1 The term of this Agreement shall commence on the Effective Date and shall terminate when all <br /> of the PHI provided by Covered Entity to Business Associate or its subcontractors, or created or <br /> received by Business Associate or its subcontractors on behalf of Covered Entity, is destroyed or <br /> returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are <br /> extended to such PHI in accordance with the termination provisions in Section 4.2, unless earlier <br /> terminated as provided herein. Upon either Party's knowledge of a material breach of the terms <br /> of this Agreement by the other Party, the non-breaching Party shall provide the breaching Party <br /> written notice of that breach in sufficient detail to enable the breaching Party to understand the <br /> specific nature of that breach and afford the breaching Party an opportunity to cure the breach. If <br /> the breaching Party fails to cure the breach within a reasonable time as provided by the non- <br /> breaching Party, the non-breaching Party may immediately terminate this Agreement and the <br /> Underlying Contracts. <br /> 4.2 Upon termination of the Underlying Contracts, Business Associate shall return to Covered Entity <br /> or destroy any and all PHI in the possession or control of Business Associate and its agents, <br /> including subcontractors, and retain no copies, if it is feasible to do so. If return or destruction of <br /> PHI is infeasible, Business Associate agrees to: (a) provide notification to Covered Entity of the <br /> conditions that make such return or destruction infeasible; and (b) for so long as Business <br /> Associate or its agents, including subcontractors, maintain such PHI, (i) extend all protections <br /> contained in this Agreement to the use and/or disclosure of any retained PHI by Business <br /> Associate or its agents, including subcontractors, and (ii) limit any further uses and/or <br /> disclosures of such PHI by Business Associate or its agents, including subcontractors, to the <br /> purposes that make the PHI's return or destruction infeasible. <br /> 4 <br />