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b. Termination for Cause. Upon Covered Entity's knowledge of a material breach of the Agreement by Business Associate, Covered Entity shall either: (1) Provide an opportunity for Business Associate to cure the breach or end the vi0latlon and, If Business As~oel at e fa lls to cure the breac h or end the violation within tfie tim e speolfled by Cov ere d Entity; Co vered En tity sha ll terminate thls Agr eement and all relate d ag ree ments for Busine ss Asso cla te1s serv ices Involving th e oreatl0n, maintena nce, use, receipt, transmission or disclosure of Protected Health Information; (2) Immediately terminate this Agreement together with any related agreement for Business Associate's services involving the creation, use, main tenan ce, transm lssl on 1 rec eipt, or disclosure of Protected Health Information if Business Ass ociate has bre ached a mate rial term of this Agreement and cure is not possible; or (3) to the Secretary . If neither termination nor cure Is feasible, Covered Entity shall report the violation c. Effect of Termi n at ion . Exoept as provlde_d In paragraph (1) of th is secti on, upon term in ation of this Agreement for an y reason, Busi ness Asso ciate shall return or destroy all Protected Hea lth lnfo rmaflon recei ved fro m Covere d-Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that Is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. In the event that Business Associate determines that returning or destroying the Protected Health Information Is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction Infeasible. Upon Covered Entity's determination that return or destruction of Protected Health Information Is not feasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or .destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 7. Miscellaneous. a. Regulatory References. A reference In this Agreement to a section In the Privacy and Security Rules means the section as in effect or as amended. b. Amendment. The Parties agree to take such action as Is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy and Security Rules and HIPAA. c. Survival. The respective rights and obligations of Business Associate under Section 6(c}, "Effect of Termination," of this Agreement shall survive the termination of this Agreement. d. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy and Security Rules. e. Governing Law. This Agreement shall be construed to comply with the requirements of the Privacy and Security Rules. All other aspects of this Agreement shall be governed under the laws of the Stale of Idaho and venue for any actions relating to this Agreement shall be in Ada County, Idaho . f. Assignment/Subcontracting. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. Business Associate may not assign or subcontract rights or obligations under this Agreement without the express written consent of Covered Entity. Covered Entity may assign its rights and obligations under this Agreement to any successor or affiliated entity. BUSINESS ASSOCIATE AGREEMENT • 4 55555 .0713.5940675.1