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136 <br /> Associate until a reasonable alternative becomes available, or until directed by the <br /> Secretary of DHHS to terminate the Agreement. <br /> E. At termination of the attached Agreement and this Addendum, or upon request of <br /> Covered Entity,whichever occurs first, Business Associate shall: <br /> 1. If feasible, return or destroy all PHI that Business Associate still maintains in any <br /> form, received from Covered Entity or created, maintained or received by Business <br /> Associate on behalf of Covered Entity. Business Associate shall only destroy PHI <br /> with the written approval of Covered Entity. After return or destruction, Business <br /> Associate shall retain no copies of such information. <br /> 2. If return or destruction is not feasible, Business Associate will provide Covered <br /> Entity with documentation explaining the reason it is not feasible. If the PHI is not <br /> returned or destroyed, Business Associate will extend the protection of this <br /> Addendum to the information and limit further uses and disclosures to those purposes <br /> that make the return 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 <br /> continue to bind Business Associate, its agents, employees, contractors, successors and <br /> assigns, as set 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 <br /> Associate, any agent or subcontractor, in a manner not permitted under 45 CFR Subpart <br /> E. <br /> IV. MISCELLANEOUS <br /> A. All PHI that is created or received by Covered Entity and disclosed or made available in <br /> any form, including paper record, oral communication, audio recording and electronic <br /> display by Covered Entity or its operating units to Business Associate, or is created or <br /> received by Business Associate on Covered Entity's behalf, shall be subject to this <br /> Addendum. <br /> B. In the event of an inconsistency between the provisions of this Addendum and the <br /> mandatory provisions of HIPAA, as amended, HIPAA shall control. Where provisions of <br /> this Addendum are not included as mandated provisions in HIPAA, but are nonetheless <br /> permitted by HIPAA, the provisions of this Addendum shall control. <br /> C. Except as expressly stated herein or in HIPAA, the parties to this Addendum do not <br /> intend to create any rights in any third parties. <br /> D. This Addendum may be amended or modified only in writing signed by the parties. No <br /> party may assign it rights or obligations under this Addendum without the prior written <br /> consent of the other party. None of the provisions of this Addendum are intended to <br /> create,nor will they be deemed to create, any relationship between the parties other than <br /> that of independent parties, contracting with each other solely for the purpose of effecting <br /> the provisions of this Addendum and any other agreements between the parties <br /> concerning their business relationship. <br /> E. This Addendum will be governed by the laws of the State of North Carolina, venue <br /> Orange County. <br /> 4 <br />