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DocuSign Envelope ID:B749018F-351A-4D6F-9FC5-C2EB21856524 <br /> Consolidated Agreement FY22 Page 20 of 27 <br /> b. Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, <br /> Covered Entity may, at its option: <br /> 1) Provide an opportunity for Business Associate to cure the breach or end the violation, and terminate <br /> this Agreement and services provided by Business Associate, to the extent permissible by law, if <br /> Business Associate does not cure the breach or end the violation within the time specified by <br /> Covered Entity; <br /> 2) Immediately terminate this Agreement and services provided by Business Associate, to the extent <br /> permissible by law; or <br /> 3) If neither termination nor cure is feasible, report the violation to the Secretary as provided in the <br /> Privacy Rule. <br /> c. Effect of Termination. <br /> 1) Except as provided in paragraph(2) of this section or in the MOU or by other applicable law or <br /> agreements, upon termination of this Agreement and services provided by Business Associate, for <br /> any reason, Business Associate shall return or destroy all Protected Health Information received <br /> from Covered Entity or created or received by Business Associate on behalf of Covered Entity. This <br /> provision shall apply to Protected Health Information that is in the possession of subcontractors or <br /> agents of Business Associate. Business Associate shall retain no copies of the Protected Health <br /> Information. <br /> 2) In the event that Business Associate determines that returning or destroying the Protected Health <br /> Information is not feasible, Business Associate shall provide to Covered Entity notification of the <br /> conditions that make return or destruction not feasible. Business Associate shall extend the <br /> protections of this Agreement to such Protected Health Information and limit further uses and <br /> disclosures of such Protected Health Information to those purposes that make the return or <br /> destruction infeasible, for so long as Business Associate maintains such Protected Health <br /> Information. <br /> 6. GENERAL TERMS AND CONDITIONS <br /> a. This Agreement amends and is part of the MOU. <br /> b. Except as provided in this Agreement, all terms and conditions of the MOU shall remain in force and <br /> shall apply to this Agreement as if set forth fully herein. <br /> c. In the event of a conflict in terms between this Agreement and the MOU, the interpretation that is in <br /> accordance with the Privacy Rule shall prevail. In the event that a conflict then remains, the MOU terms <br /> shall prevail so long as they are in accordance with the Privacy Rule. <br /> d. A breach of this Agreement by Business Associate shall be considered sufficient basis for Covered <br /> Entity to terminate the MOU for cause. <br /> Orange County Health Department North Carolina Department of <br /> Health and Human Services, <br /> Division of Public Health <br /> DocuSigned by: <br /> ak11 A.I.A. S&Woy'f 3/16/2021 <br /> --------------- <br /> Health or Human Services Director Date Division Director Date <br />