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DocuSign Envelope ID:503A9369-8CB7-444E-920B-11843EF06214 <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 /> Business Associate 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 /> itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the <br /> performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered <br /> Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being <br /> commenced against Covered Entity, its directors, officers or employees based upon a claimed violation <br /> of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except <br /> where Business Associate or its subcontractor, employee or 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 and without having to prove the inadequacy <br /> of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other <br /> remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA <br /> Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third <br /> 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 /> HIPSS 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 /> (i) Independent Contractor. None of the provisions of this Agreement are intended to create, <br /> nor will they be deemed to create any relationship between the Parties other than that of independent <br /> parties contracting with each other solely for the purposes of effecting the provisions of this Agreement <br /> and any other agreements between the Parties evidencing their business relationship. This Agreement <br /> will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any <br /> 7 <br /> October 2013 <br />