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5. Permitted Uses and Disclosures of the LDS. Recipient may use and/or disclose the LDS only for <br />the Research described in this Agreement or as required by law. <br />6. Term and Termination. <br />a. Term. The term of this Agreement shall commence as of the Effective Date and <br />terminate 5 years from Effective Date. Should the Recipient desire to keep the LDS for a <br />longer period, a justification in writing should be made to the Covered Entity. <br />b. Termination by Recipient. Recipient may terminate this agreement at any time by <br />notifying the Covered Entity and returning or destroying the LDS. <br />C. Termination by Covered Entity. Covered Entity may terminate this agreement at any <br />time by providing thirty (30) days prior written notice to Recipient. <br />d. For Breach. Covered Entity shall provide written notice to Recipient within ten (10) days <br />of any determination that Recipient has breached a material term of this Agreement. <br />Covered Entity shall afford Recipient an opportunity to cure said alleged material breach <br />upon mutually agreeable terms. Failure to agree on mutually agreeable terms for cure <br />within thirty (30) days shall be grounds for the immediate termination of this Agreement <br />by Covered Entity. <br />e. Effect of Termination. Sections 1, 4, 5, 6(e) and 7 of this Agreement shall survive any <br />termination of this Agreement under subsections c or d. <br />7. Miscellaneous. <br />a. Change in Law. The parties agree to negotiate in good faith to amend this Agreement <br />to comport with changes in federal law that materially alter either or both parties' <br />obligations under this Agreement. If the parties are unable to agree to mutually <br />acceptable amendment(s) by the compliance date of the change in applicable law or <br />regulations, either Party may terminate this Agreement as provided in section 6. <br />b. Construction of Terms. The terms of this Agreement shall be construed to give effect to <br />applicable federal interpretative guidance regarding the HIPAA Regulations. <br />C. No Third Party Beneficiaries. Nothing in this Agreement shall confer upon any person <br />other than the parties and their respective successors or assigns, any rights, remedies, <br />obligations, or liabilities whatsoever. <br />d. Counterparts. This Agreement may be executed in one or more counterparts, each of <br />which shall be deemed an original, but all of which together shall constitute one and the <br />same instrument. <br />