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Exhibit C - 7 <br /> <br />or discharge of any liability or obligation hereunder on any one or more occasions shall be <br />deemed a waiver of performance of any continuing or other obligation, or shall prohibit <br />enforcement of any obligation, on any other occasion. <br /> <br />To the extent that any terms of this Agreement and the underlying Arrangement Agreement (or <br />any other agreement between the parties) conflict, the terms of this Agreement shall control. <br />Notwithstanding the foregoing, the parties agree that, in the event that any written agreement <br />between the parties contains greater restrictions on the use or disclosure of Protected Health <br />Information than provided in this Agreement,, the more restrictive use and disclosure provisions <br />will control. The provisions of this Agreement are intended to establish the minimum <br />requirements regarding Business Associate’s use and disclosure of Protected Health Information. <br /> <br />In the event that any provision of this Agreement is held by a court of competent jurisdiction to <br />be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full <br />force and effect. In addition, in the event a party believes in good faith that any provision of this <br />Agreement fails to comply with the then-current requirements of the HIPAA Rules, such party <br />shall notify the other party in writing. For a period of up to thirty days, the parties shall address <br />in good faith such concern and amend the terms of this Agreement, if necessary to bring it into <br />compliance. If, after such thirty-day period, a party believes in good faith that the Agreement <br />fails to comply with the HIPAA Rules, then either party has the right to terminate upon written <br />notice to the other party. <br /> <br />Covered Entity makes no warranty or representation that compliance by Business Associate with <br />this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory <br />for Business Associate’s own purposes. Business Associate is solely responsible for all decisions <br />made by Business Associate regarding the safeguarding of Protected Health Information. <br /> <br />Business Associate shall make itself, and any subcontractors, employees, affiliates or agents <br />assisting Business Associate in the performance of its obligations under this Agreement, <br />available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in <br />the event of litigation or administrative proceedings being commenced against Covered Entity, <br />its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the <br />HIPAA Regulations, or other laws relating to security and privacy, except where Business <br />Associate or its subcontractor, employee or agent is named adverse party. <br /> <br />Covered Entity owns all right, title, and interest in and to the Protected Health Information and <br />Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of <br />providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any <br />portion thereof. <br /> <br />Business Associate expressly acknowledges and agrees that the breach, or threatened breach, by <br />it of any provision of this Agreement may cause covered entity to be irreparably harmed and that <br />Covered Entity may not have an adequate remedy at law. Therefore, Business Associate agrees <br />38