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38 <br /> information and limit further uses and disclosures to those purposes that make the return <br /> or destruction of the information not feasible. <br /> F. The obligations of Business Associate under this Addendum shall survive the expiration, <br /> termination or cancellation of the attached Agreement and this Addendum, and shall continue <br /> to bind Business Associate, its agents, employees, contractors, successors and assigns, as set <br /> forth herein. <br /> G. Business Associate shall indemnify Covered Entity for costs associated with any incident <br /> involving the acquisition, access, use or disclosure of Unsecured PHI by Business Associate, any <br /> agent or subcontractor, in a manner not permitted under 45 CFR Subpart E. <br /> IV. MISCELLANEOUS <br /> A. All PHI that is created or received by Covered Entity and disclosed or made available in any form, <br /> including paper record, oral communication, audio recording and electronic display by Covered <br /> Entity or its operating units to Business Associate, or is created or received by Business Associate <br /> on Covered Entity's behalf, shall be subject to this Addendum. <br /> B. In the event of an inconsistency between the provisions of this Addendum and the mandatory <br /> provisions of HIPAA, as amended, HIPAA shall control. Where provisions of this Addendum are <br /> not included as mandated provisions in HIPAA, but are nonetheless permitted by HIPAA,the <br /> provisions of this Addendum shall control. <br /> C. Except as expressly stated herein or in HIPAA,the parties to this Addendum do not intend to <br /> create any rights in any third parties. <br /> D. This Addendum may be amended or modified only in writing signed by the parties. No party <br /> may assign it rights or obligations under this Addendum without the prior written consent of the <br /> other party. None of the provisions of this Addendum are intended to create, nor will they be <br /> deemed to create, any relationship between the parties other than that of independent parties, <br /> contracting with each other solely for the purpose of effecting the provisions of this Addendum <br /> and any other agreements between the parties concerning their business relationship. <br /> E. This Addendum will be governed by the laws of the State of North Carolina,venue Orange <br /> County. <br /> F. No change, waiver, or discharge of any liability or obligation hereunder on any one or more <br /> occasion shall be deemed a waiver of performance of any continuing obligation, or prohibit <br /> enforcement of any obligation, on any other occasion. <br /> G. In the event that any documentation of the arrangement pursuant to which Business Associate <br /> provides services to Covered Entity contains provisions relating to the use or disclosure of PHI <br /> that are more restrictive than the provisions of this Addendum, the provisions of the more <br /> restrictive documentation will control. <br /> H. In the event that any provision of this Addendum is held by a court of competent jurisdiction to <br /> be invalid or unenforceable,the remaining provisions of this Addendum shall remain in full force <br /> and effect. <br /> I. Headings in this Addendum are for convenience of reference only and shall not define or limit <br /> any of the terms or provisions hereof. <br /> J. A reference in this Addendum to a section in HIPAA means the section as in effect or as <br /> amended. <br /> K. Any ambiguity in this Addendum shall be interpreted to permit compliance with HIPAA. <br /> L. Business Associate will not use an agent or subcontractor without written agreement by <br /> Covered Entity. <br /> 14 <br />