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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A
<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 the obligations pursuant to this
<br /> Agreement, including but not limited to any injury or damages arising from any noncompliance with this
<br /> Agreement or any Security Incident attributable to the negligence of Business Associate, including
<br /> failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend,
<br /> and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and
<br /> expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of
<br /> the Breaching Party in connection with the defense of such claims.
<br /> (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by
<br /> Business Associate with this Agreement,HIPAA, HITECH, or the HIPAA Regulations will be adequate
<br /> or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all
<br /> decisions made by Business Associate regarding the safeguarding of Protected Health Information.
<br /> (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make
<br /> commercially reasonable efforts to make itself, and any subcontractors, employees, affiliates or agents
<br /> assisting Business Associate in the perforinance of its obligations under this Agreement, available to
<br /> Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of
<br /> litigation or administrative proceedings being commenced against Covered Entity, its directors, officers
<br /> or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Regulations, or other
<br /> laws relating to security and privacy, except where Business Associate or its subcontractor, employee or
<br /> agent is named adverse party.
<br /> (d) Survival. The obligations of Business Associate under this Agreement shall survive the
<br /> expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business
<br /> relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
<br /> contractors, successors, and assigns as set forth herein.
<br /> (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the
<br /> Protected Health Information and Business Associate does not hold and will not acquire by virtue of this
<br /> Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or
<br /> to the PHI or any portion thereof.
<br /> (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that
<br /> the breach, or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be
<br /> irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore,Business
<br /> Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek
<br /> injunctive relief to prevent Business Associate from commencing or continuing any action constituting
<br /> such breach without having to post a bond or other security. Nothing in this paragraph will be deemed to
<br /> limit or abridge any other remedy available to Covered Entity at law or in equity. Except as expressly
<br /> stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to
<br /> create any rights in any third parties.
<br /> (g) Amendment. The Parties agree to take such action as is necessary to amend this
<br /> Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the
<br /> HIPAA Regulations. In addition, this Agreement may be amended or modified by the Parties only in
<br /> writing.
<br /> (h) Assignment. No Party may assign its respective rights and obligations under this
<br /> Agreement without the prior written consent of the other Party.
<br /> 7
<br /> October 2013
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