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6 <br />October 2013 <br /> <br />VI. PERMISSABLE REQUESTS BY COVERED ENTITY <br /> <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 /> <br />VII. TERMINATION <br /> <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 /> <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 /> <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 /> <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 /> <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 />Information not feasible; and (v) return or destroy the retained Protected Health <br />Information when it is no longer needed by Business Associate. <br /> <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 /> <br />VIII. MISCELLANEOUS <br /> <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 />DocuSign Envelope ID: 3F561E73-9A26-4F12-9EAE-DD725AA12996