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IV. TERMINATION <br />(a) Term: This Agreement terminates when the Arrangement Agreement terminates or as <br />provided in Paragraph IV.b. below (termination for cause). <br />(b) Termination for cause: Upon Covered Entity's knowledge of a material breach by <br />Business Associate, Covered Entity shall either: <br />(i) provide an opportunity for Business Associate to cure the breach or end <br />the violation or, if Business Associate does not cure the breach or end the violation <br />within the time specified by Covered Entity, terminate this Agreement and the <br />Arrangement Agreement; or <br />(ii) immediately terminate this Agreement and the Arrangement Agreement if <br />Business Associate has breached a material term of this Agreement and cure is not <br />possible. <br />(c) Return or destruction of protected health information: At termination of this Agreement, <br />the Arrangement Agreement (or any similar documentation of the business relationship of the Parties), <br />or upon request of Covered Entity, whichever occurs first, Business Associate shall: <br />(i) if feasible, return or destroy all protected health information received from <br />or created or received by Business Associate on behalf of Covered Entity that Business <br />Associate still maintains in any form. Business Associate shall only destroy protected <br />health information with the written approval of Covered Entity. After return or <br />destruction, Business Associate shall retain no copies of such information. <br />(ii) if return or destruction is not feasible, Business Associate will provide <br />Covered Entity with documentation explaining the reason that it is not feasible. If the <br />protected health information is not returned or destroyed, Business Associate will extend <br />the protections of this Agreement to the information and limit further uses and <br />disclosures to those purposes that make the return or destruction of the information not <br />feasible. <br />(d) Survival: The obligations of Business Associate under this Agreement shall survive the <br />expiration, termination, or cancellation of this Agreement, the Arrangement Agreement and/or the <br />business relationship of the parties, and shall continue to bind Business Associate, its agents, <br />employees, contractors, successors, and assigns as set forth herein. <br />V. MISCELLANEOUS <br />(a) All protected health information that is created or received by Covered Entity and <br />disclosed or made available in any form, including paper record, oral communication, audio recording, <br />and electronic 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 Agreement. <br />(b) A reference in this Agreement to a section in the HIPAA Security and Privacy Rule <br />means the section as in effect or as amended. <br />(c) In the event of an inconsistency between the provisions of this Agreement (including <br />definitions) and mandatory provisions of the HIPAA Security and Privacy Rute, as amended, the HIPAA <br />Security and Privacy Rule shall control. Where provisions of this Agreement are different than those <br />S:\Managers Working Files\Contracts\DENTAL\Smart Start Dental Sub-Contracts\Ginger Mann BUSINESS <br />ASSOCIATE AGREEMENT 08-09.doc11/18/200812:24 PM3 <br />