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Agreement or any Security Incident attributable to the negligence of Business Associate,including failure
<br /> to execute the terms of this Agreement. Further,Business Associate agrees to indemnify,defend,and hold
<br /> harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses,
<br /> including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business
<br /> 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 of
<br /> HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except where
<br /> 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,contractors,
<br /> 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 the
<br /> 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 such
<br /> breach without having to post a bond or other security and without having to prove the inadequacy of any
<br /> other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy
<br /> available to Covered Entity at law or in equity.Except as expressly stated herein or in the HIPAA Security
<br /> and Privacy Rule,the parties to this Agreement do not intend to 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 /> HIPSS Regulations. In addition,this Agreement may be amended or modified by the Parties only in 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 parties
<br /> contracting with each other solely for the purposes of effecting the provisions of this Agreement and any
<br /> other agreements between the Parties evidencing their business relationship. This Agreement will be
<br /> governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or
<br /> obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any
<br /> continuing or other obligation,or shall prohibit enforcement of any obligation,on any other occasion.
<br /> 7
<br /> October 2013
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