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required by law, and shall not Use or disclose such PHI in any manner that would <br />violate Subpart E of 45 CFR Part 164 (Privacy of Individually Identifiable Health <br />Information) if done by Covered Entity, except for the specific uses and disclosures <br />set forth below. <br />d. Use for Proper Management and Administration. Business Associate may Use PHI <br />for the proper management and administration of the Business Associate or to carry <br />out the legal responsibilities of the Business Associate. <br />e. Disclosure for Proper Management and Administration. Business Associate may <br />disclose PHI for the proper management and administration of Business Associate or <br />to carry out the legal responsibilities of the Business Associate, provided the <br />disclosures are required by law, or Business Associate obtains reasonable <br />assurances from the person to whom the information is disclosed that the information <br />will remain confidential and used or further disclosed only as required by law or for <br />the purposes for which it was disclosed to the person, and the person notifies the <br />Business Associate of any instances of which it is aware in which the confidentiality <br />of the information has been Breached. <br />Impermissible Use or Disclosure of PHI. Business Associate shall report to DSHS in <br />writing all Uses or disclosures of PHI not provided for by this Contract within one (1) <br />business day of becoming aware of the unauthorized Use or disclosure of PHI, <br />including Breaches of unsecured PHI as required at 45 CFR 164.410 (Notification by <br />a Business Associate), as well as any Security Incident of which it becomes aware. <br />Upon request by DSHS, Business Associate shall mitigate, to the extent practicable, <br />any harmful effect resulting from the impermissible Use or disclosure. <br />g. Failure to Cure. If DSHS learns of a pattern or practice of the Business Associate <br />that constitutes a violation of the Business Associate's obligations under the terms of <br />this Contract and reasonable steps by DSHS do not end the violation, DSHS shall <br />terminate this Contract, if feasible. In addition, If Business Associate learns of a <br />pattern or practice of its Subcontractors that constitutes a violation of the Business <br />Associate's obligations under the terms of their contract and reasonable steps by the <br />Business Associate do not end the violation, Business Associate shall terminate the <br />Subcontract, if feasible. <br />h. Termination for Cause. Business Associate authorizes immediate termination of this <br />Contract by DSHS, if DSHS determines that Business Associate has violated a <br />material term of this Business Associate Agreement. DSHS may, at its sole option, <br />offer Business Associate an opportunity to cure a violation of this Business Associate <br />Agreement before exercising a termination for cause. <br />Consent to Audit. Business Associate shall give reasonable access to PHI, its <br />internal practices, records, books, documents, electronic data and/or all other <br />business information received from, or created or received by Business Associate on <br />behalf of DSHS, to the Secretary of DHHS and/or to DSHS for use in determining <br />compliance with HIPAA privacy requirements. <br />Professional Services Agreement <br />Page 24 <br />