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16 <br />e. Reporting to United States Department of Health and Human Services. If Covered Entity’s <br />efforts to cure any breach or end any violation are unsuccessful, and if termination of this Agreement is not <br />feasible, Covered Entity shall report Business Associate’s breach or violation to the Secretary of the United <br />States Department of Health and Human Services, and Business Associate agrees that it shall not have or <br />make any claim(s), whether at law, in equity, or under this Agreement, against Covered Entity with respect <br />to such report(s). <br /> <br />f. Injunctions. Covered Entity and Business Associate agree that any violation of the provisions of <br />this Agreement may cause irreparable harm to Covered Entity. Accordingly, in addition to any other <br />remedies available to Covered Entity at law or in equity, Covered Entity shall be entitled to an injunction or <br />other decree of specific performance with respect to any violation of this Agreement or explicit threat <br />thereof, without any bond or other security being required and without the necessity of demonstrating <br />actual damages. <br /> <br />g. Indemnification. Business Associate shall indemnify, hold harmless and defend Covered Entity <br />from and against any and all claims, losses, liabilities, costs and other expenses resulting from, or relating <br />to, the acts or omissions of Business Associate in connection with the representations, duties, and <br />obligations of Business Associate under this Agreement. <br /> <br />8. Miscellaneous Terms. <br /> <br />a. State Law. Nothing in this Agreement shall be construed to require Business Associate to use or <br />disclose PHI without written authorization from an individual who is a subject of the PHI, or written <br />authorization from any other person, where such authorization would be required under state law for such <br />use or disclosure. <br /> <br />b. Amendment. Covered Entity and Business Associate agree that amendment of this Agreement <br />may be required to ensure that Covered Entity and Business Associate comply with changes in state and <br />federal laws and regulations relating to the privacy, security and confidentiality of PHI. Covered Entity <br />may terminate this Agreement upon thirty (30) days written notice in the event that Business Associate <br />does not promptly enter into an amendment that Covered Entity, in its sole discretion, deems sufficient to <br />ensure that Covered Entity will be able to comply with such laws and regulations. <br /> <br />c. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended or shall <br />be deemed to confer upon any person other than Covered Entity, Business Associate, and their respective <br />successors and assigns, any rights, obligations, remedies or liabilities. <br /> <br />d. Ambiguities. The parties agree that any ambiguity in this Agreement shall be resolved in favor of <br />a meaning that complies and is consistent with applicable law protecting the privacy, security and <br />confidentiality of PHI, including, but not limited to, HIPAA and the HIPAA Regulations. <br /> <br />e. Primacy. To the extent that any provision of this Agreement conflict with the provisions of any <br />other agreement or understanding between the parties, this Agreement shall <br />control. <br /> <br />f. Destruction/Return of PHI. Business Associate agrees that, pursuant to 45 C.F.R. § <br />164.504 (e) (2) (1), upon termination of this Agreement or the Underlying Agreement, for whatever reason, <br /> <br />(1) it will return or destroy all PHI, if feasible, received from or created or received by it on <br />behalf of Covered Entity which Business Associate maintains in any form, and retain no copies of <br />such information which for purposes of this Agreement shall mean all backup tapes. Prior to doing <br />so, Business Associate further agrees to recover any PHI in the possession of its subcontractors or <br />agents. An authorized representative of Business Associate shall certify in writing to Covered <br />Entity, within five (5) days from the date of termination or other expiration of the Underlying <br />Agreement, that all PHI has been returned or disposed of as provided above and that Business <br />Associate or its subcontractors or agents no longer retain any such PHI in any form. <br />DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C