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b. Termination for Cause. Upon Covered Entity's knowledge of a material breach of the <br />Agreement by Business Associate, Covered Entity shall either: <br />(1) Provide an opportunity for Business Associate to cure the breach or end the <br />violation and, if Business Associate fails to cure the breach or end the violation within the time specified <br />by Covered Entity, Covered Entity shall terminate this Agreement and all related agreements for Business <br />Associate's services involving the creation, maintenance, use, receipt, transmission or disclosure of <br />Protected Health Information; <br />(2) Immediately terminate this Agreement together with any related agreement for <br />Business Associate's services involving the creation, use, maintenance, transmission, receipt, or <br />disclosure of Protected Health Information if Business Associate has breached a material term of this <br />Agreement and cure is not possible; or <br />(3) If neither termination nor cure is feasible, Covered Entity shall report the violation <br />to the Secretary. <br />C. Effect of Termination. Except as provided in paragraph (1) of this section, upon <br />termination of this Agreement for any reason, Business Associate shall return or destroy all Protected <br />Health Information received from Covered Entity, or created, maintained or received by Business <br />Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is <br />In the possession of subcontractors or agents of Business Associate. Business Associate shall retain no <br />copies of the Protected Health Information. In the event that Business Associate determines that <br />returning or destroying the Protected Health Information is not feasible, Business Associate shall provide <br />to Covered Entity notification of the conditions that make return or destruction infeasible. Upon Covered <br />Entity's determination that return or destruction of Protected Health Information is not feasible, Business <br />Associate shall extend the protections of this Agreement to such Protected Health Information and limit <br />further uses and disclosures of such Protected Health Information to those purposes that make the return <br />or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. <br />7. Miscellaneous. <br />a. Regulatory References. A reference in this Agreement to a section in the Privacy and <br />Security Rules means the section as in effect or as amended. <br />b. Amendment. The Parties agree to take such action as is necessary to amend this <br />Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the <br />Privacy and Security Rules and HIPAA. <br />C. Survival. The respective rights and obligations of Business Associate under Section <br />6(c), "Effect of Termination," of this Agreement shall survive the termination of this Agreement. <br />d. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered <br />Entity to comply with the Privacy and Security Rules. <br />e. Governing Law. This Agreement shall be construed to comply with the requirements of <br />the Privacy and Security Rules. All other aspects of this Agreement shall be governed under the laws of <br />the State of Idaho and venue for any actions relating to this Agreement shall be in Ada County, Idaho. <br />f. Assignment/Subcontracting. This Agreement shall inure to the benefit of and be <br />binding upon the parties hereto and their respective legal representatives, successors and assigns. <br />Business Associate may not assign or subcontract rights or obligations under this Agreement without the <br />express written consent of Covered Entity. Covered Entity may assign its rights and obligations under <br />this Agreement to any successor or affiliated entity. <br />BUSINESS ASSOCIATE AGREEMENT - 4 <br />55555.0713.5940675.1 <br />