2013-449 Health - Starpoint Global Service for Imaging Patient Records and Other Services $33,350

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d. Knowledge of Nan-Compliance. Any non-compliance by Business Associate with this Agreement or with HIPAA or the HIPAA Regulations will automatically be considered a breach or violation of a material term of this Agreement if Business Associate knew or reasonably should have known of such non-compliance and failed to immediately take reasonable steps to cure the non-compliance. e. Reporting to United States Department of Health and Human Services. If Covered Entity's efforts to cure any breach or end any violation are unsuccessful,and if termination of this Agreement is not feasible,Covered Entity shall report Business Associate's breach or violation to the Secretary of the United States Department of Health and Human Services, and Business Associate agrees that it shall not have or make any claim(s), whether at law,in equity,or under this Agreement, against Covered Entity with respect to such report(s). f. Injunctions. Covered Entity and Business Associate agree that any violation of the provisions of this Agreement may cause irreparable harm to Covered Entity. Accordingly, in addition to any other remedies available to Covered Entity at law or in equity,Covered Entity shall be entitled to an injunction or other decree of specific performance with respect to any violation of this Agreement or explicit threat thereof, without any bond or other security being required and without the necessity of demonstrating actual damages. g. Indemnification. Business Associate shall indemnify, hold harmless and defend Covered Entity from and against any and all claims, losses, liabilities, costs and other expenses resulting from, or relating to, the acts or omissions of Business Associate in connection with the representations, duties, and obligations of Business Associate under this Agreement. 8. Miscellaneous Terms. a. State Law. Nothing in this Agreement shall be construed to require Business Associate to use or disclose PHI without written authorization from an individual who is a subject of the PHI, or written authorization from any other person, where such authorization would be required under state law for such use or disclosure. b. Amendment. Covered Entity and Business Associate agree that amendment of this Agreement may be required to ensure that Covered Entity and Business Associate comply with changes in state and federal laws and regulations relating to the privacy, security and confidentiality of PHI. Covered Entity may terminate this Agreement upon thirty (30) days written notice in the event that Business Associate does not promptly enter into an amendment that Covered Entity, in its sole discretion, deems sufficient to ensure that Covered Entity will be able to comply with such laws and regulations. C. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended or shall be deemed to confer upon any person other than Covered Entity, Business Associate, and their respective successors and assigns,any rights,obligations,remedies or liabilities. d. Ambiguities. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with applicable law protecting the privacy, security and confidentiality of PHI,including,but not limited to,HIPAA and the HIPAA Regulations. e. Primacy. To the extent that any provision of this Agreement conflict with the provisions of any other agreement or understanding between the parties,this Agreement shall control. f. Destruction/Return of PHI. Business Associate agrees that, pursuant to 45 C.F.R. § 164.504(e)(2)(1),upon termination of this Agreement or the Underlying Agreement,for whatever reason, (1) it will return or destroy all PHI, if feasible,received from or created or received by it on behalf of Covered Entity which Business Associate maintains in any form,and retain no copies of such information which for purposes of this Agreement shall mean all backup tapes.Prior to doing 20