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4 <br />which it was disclosed to the person, and the person notifies Business Associate immediately <br />upon discovery of any instances in which the confidentiality of the PHI has been Breached, <br />as defined and described in Section 3 of this Agreement. <br />Section 7. Audit and Inspection. <br /> With reasonable notice, Covered Entity may audit Business Associate to monitor <br />compliance with this Agreement. Business Associate will promptly correct any violation of <br />this Agreement found by Covered Entity and will certify in writing that the correction has <br />been made. Covered Entity’s failure to conduct an audit or, if an audit is conducted, to detect <br />any unsatisfactory practice, does not constitute acceptance of the practice or a waiver of <br />Covered Entity’s rights under this Agreement. <br /> <br /> Business Associate will make its internal practices, books, records, and policies and <br />procedures relating to the use and disclosure of PHI received from, or created or received by <br />Business Associate on behalf of Covered Entity, available to the federal Department of Health <br />and Human Services (“HHS”), the Office for Civil Rights (“OCR”), or their agents and to <br />Covered Entity for purposes of monitoring compliance with HIPAA. <br />Section 8. Term and Termination <br /> 8.1 Term. This Agreement will become effective on the Effective Date. <br />Unless terminated sooner pursuant to Section 8.2, this Agreement will remain in effect for <br />the duration of all Services provided by Business Associate and for so long as Business <br />Associate will remain in possession of any PHI received from, or created or received by <br />Business Associate on behalf of Covered Entity. <br /> 8.2 Termination. In the event of a material breach of this Agreement, the <br />non-breaching Party may immediately terminate the Services Agreement and this <br />Agreement. Alternatively, in the non-breaching Party’s sole discretion, the non-breaching <br />Party may provide the breaching Party with written notice of the existence of the material <br />breach and afford the breaching Party thirty (30) days to cure the material breach. In the <br />event the breaching Party fails to cure the material breach within such time period, the non- <br />breaching Party may immediately terminate the Services Agreement and this Agreement. <br /> 8.3 Effect of Termination. Upon termination of the Services Agreement and <br />this Agreement, Business Associate will recover any PHI relating to this Agreement in the <br />possession of its subcontractors, agents or representatives. Business Associate will return <br />to Covered Entity or destroy all such PHI plus all other PHI relating to this Agreement in its <br />possession, and will retain no copies. If Business Associate cannot feasibly return or destroy <br />the PHI, Business Associate will ensure that any and all protections, requirements and <br />restrictions contained in this Agreement will be extended to any PHI retained after the <br />termination of this Agreement, and that any further uses and/or disclosures will be limited <br />to the purposes that make the return or destruction of the PHI infeasible. <br /> <br />Docusign Envelope ID: 1EF8AF85-BDAA-4C06-85CF-46E260B29929