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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 or <br />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 if <br />Covered Entity determines that Business Associate has or will violated any material term of this Agreement. <br />Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity shall provide <br />an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate <br />this Agreement if Business Associate does not cure the breach or end the violation within the time period <br />specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may <br />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 paper <br />or electronic format, received from Covered Entity, or created, maintained or received <br />by Business Associate on behalf of Covered Entity. Business Associate shall retain no <br />copies of the Protected Health Information. This provision shall also apply to Protected <br />Health Information and other confidential information in the possession of sub- <br />contractors or agents of Business Associate. <br /> <br />B. If such return or destruction is not feasible, Business Associate shall (i) retain only that <br />Protected Health Information necessary for Business Associate to continue its proper <br />management and administration or to carry out its legal responsibilities; (ii) return or <br />destroy the remaining Protected Health Information that the Business Associate still <br />maintains in any form; (iii) extend the protections of this Agreement to the retained <br />Protected Health Information; (iv) limit further uses and disclosures to those purposes <br />that make the return or destruction of the Protected Health Information not feasible; <br />and (v) return or destroy the retained Protected Health Information when it is no longer <br />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 by <br />reason of Business Associate’s breach of or failure to perform any its obligations pursuant to this <br />DocuSign Envelope ID: A7AE99E4-EA4E-458C-808C-B641597E1CBF