Orange County NC Website
Browse       Search
DocuSign Envelope ID:90B9D659-59OB-40CA-85C6-4FA2FEE9lF35 <br /> Z` <br /> I I I I I`1 11ulululul iq 1,111 <br /> '9616 NE E) <br /> Agreement. <br /> c. Report to the Secretary. If Covered Entity determines that Business Associate has breached a material term of <br /> this Addendum, and Business Associate refuses or is not able to cure the breach and termination is not feasible, <br /> Covered Entity shall report the breach and related issues to the Secretary. Termination is not feasible if there are <br /> no viable alternatives to continuing the Services Agreement with Business Associate. <br /> d. Effect of Termination. Upon termination of this Addendum,for any reason, Business Associate shall return or <br /> destroy all PHI created, maintained, transmitted or received by Business Associate on behalf of Covered Entity. <br /> Business Associate agrees not to retain copies of the PHI after termination of this Addendum. Business <br /> Associate agrees to recover any such PHI in possession of its agents or subcontractors. If return or destruction <br /> of the PHI is not feasible, Business Associate will notify Covered Entity in writing of the reasons for such <br /> determination and agrees to extend the protections of this Addendum for as long as necessary to protect the <br /> PHI, but Business Associate shall not use or disclose PHI except for the limited purposes for which extended <br /> retention of such records is necessary. If Business Associate elects to destroy the PHI, it shall certify to Covered <br /> Entity that the PHI has been destroyed. <br /> e. Survival. The parties'obligations which by their nature continue beyond termination, cancellation or expiration <br /> of the Services Agreement and this Addendum shall survive termination,cancellation or expiration of the <br /> Services Agreement and this Addendum. <br /> 5. Change of Law. The parties acknowledge that the HIPAA Regulations may be modified from time to time.The <br /> parties specifically agree to take such action as necessary to implement the standards and requirements of the <br /> HIPAA Regulations and other applicable laws and regulations relating to the privacy and security of PHI. Further, <br /> the parties acknowledge that pricing under the Services Agreement is based on legal requirements in effect on <br /> the effective date of the Services Agreement, and that compliance with additional or different legal requirements <br /> may result in changes of scope and pricing under the Services Agreement. Upon Covered Entity's request, <br /> Business Associate agrees to enter into good faith negotiations with Covered Entity concerning the terms of an <br /> amendment to this Addendum embodying written assurances consistent with the standards and requirements of <br /> the HIPAA Regulations or other applicable laws and regulations relating to the privacy and security of PHI. If the <br /> parties fail to reach such an amendment within ninety(90)days after commencement of negotiations,either <br /> party may terminate this Addendum and the Services Agreement by providing written notice to the other party, <br /> effective sixty(60)days after the date of such notice. Nothing herein shall be deemed to extend the term of any <br /> other agreement between the parties. <br /> 6. Bindinq Nature and Assignment. This Addendum shall be binding on the parties,their successors and <br /> assigns, but neither party may assign their rights and obligations under this Addendum without the prior written <br /> consent of the other,which consent shall not be unreasonably withheld. <br /> 7. Interpretation. The parties agree that any ambiguity in this Addendum shall be resolved in favor of a meaning <br /> that complies and is consistent with the HIPAA Regulations and other applicable federal and state privacy and <br /> security laws and regulations. <br /> 8. Notice. All notices permitted or required under this Addendum shall be in writing and shall be delivered by <br /> personal delivery, electronic mail, or by certified or registered mail, return receipt requested,and shall be <br /> deemed given upon personal delivery. Notices shall be sent to the addresses set forth in this Addendum or such <br /> other address as either party may specify in writing. <br /> 9. Independent Contractor. The relationship between the parties will solely be that of independent contractors <br /> engaged in the operation of their own respective businesses,and Business Associate shall not be considered an <br /> employee, agent, or part of, or in joint venture with, the Covered Entity or any affiliate of Covered Entity. <br /> 10. No Third Party Beneficiary. This Addendum has been entered into solely for the benefit of Covered Entity and <br /> Business Associate and is not intended to create any legal, equitable or beneficial interest in any third party, or to <br /> The information contained in this document is intended for the recipient and is considered confidential information. III RIVED <br /> 15 <br />