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DocuSign Envelope ID:832DFDF3-2A7B-415B-AF03-6A9B7508B20F <br /> VI. PERMISSABLE REQUESTS BY COVERED ENTITY <br /> Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use <br /> or disclose Protected Health Information in any manner that would not be permissible under the Privacy <br /> or Security Rule. <br /> VII. TERMINATION <br /> (a) Term. This Agreement shall be effective as of the date first set forth above and shall <br /> terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the <br /> termination by Covered Entity for cause as provided herein. <br /> (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, <br /> Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately <br /> if Covered Entity determines that Business Associate has or will violated any material term of this <br /> Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered <br /> Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. <br /> Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the <br /> violation within the time period specified by Covered Entity. If termination, cure or end of the violation <br /> is not feasible, Covered Entity may report the violation to the Secretary. <br /> (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, <br /> the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon <br /> request of Covered Entity,whichever occurs first, Business Associate, shall: <br /> A. if feasible, return(in a manner or process approved by the Covered Entity) or destroy <br /> all Protected Health Information, regardless of form, including but not limited to <br /> paper or electronic format, received from Covered Entity, or created, maintained or <br /> received by Business Associate on behalf of Covered Entity. Business Associate <br /> shall retain no copies of the Protected Health Information. This provision shall also <br /> apply to Protected Health Information and other confidential information in the <br /> possession of sub-contractors or agents of Business Associate. <br /> B. If such return or destruction is not feasible, Business Associate shall (i) retain only <br /> that Protected Health Information necessary for Business Associate to continue its <br /> proper management and administration or to carry out its legal responsibilities; (ii) <br /> return or destroy the remaining Protected Health Information that the Business <br /> Associate still maintains in any form; (iii) extend the protections of this Agreement to <br /> the retained Protected Health Information; (iv) limit further uses and disclosures to <br /> those purposes that make the return or destruction of the Protected Health <br /> Infoitnation not feasible; and (v) return or destroy the retained Protected Health <br /> Information when it is no longer needed by Business Associate. <br /> (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply <br /> to Protected Health Information created, maintained, or received by Business Associate and any of its <br /> subcontractors. <br /> VIII. MISCELLANEOUS <br /> (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless <br /> Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, <br /> losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur <br /> by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this <br /> 6 <br /> October 2013 <br />