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IV. TERM AND TERMINATION <br />A. Term: This Addendum shall become effective on the Effective Date of the underlying <br />Personal Services Agreement (January l, 2018) and shall continue in effect until all <br />obligations of the paliies have been met, unless terminated as provided herein or by <br />mutual agreement of the parties <br />B . Termination fo r Cau e : Upon Covered Entity's knowledge of a material breach by <br />Business Associate, Covered Entity may provide an opportunity for Business Associate <br />to cure the breach or end the violation and terminate this Addendum if Business <br />Associate does not cure the breach or end the violation within five (5) business days of <br />receipt of written notice by the Covered Entity, or immediately terminate this Addendum <br />if Business Associate has breached a material term of this Addendum and cure is not <br />possible. <br />C. O ther Termination: This Addendum may be terminated by Covered Entity without cause <br />upon thirty (30) days prior written notice to the other party, which notice shall specify the <br />date of termination. <br />D. Effect fTermina ti'on : Except as provided in paragraph B. of this Section, upon <br />termination of this Addendum, for any reason, Business Associate shall return or destroy <br />all PHI received from Covered Entity, or created or received by Business Associate on <br />behalf of Covered Entity. This provision shall apply to PHI that is in the possession of <br />subcontractors or agents of Business Associate. Business Associate shall retain no copies <br />of the PHI. Destruction must be by means that meet or exceed the standards of law. <br />In the event that Business Associate determines that returning or destroying the PHI is <br />not feasible, Business Associate shall extend the protections of this Addendum to such <br />PHI and limit further disclosures of such PHI to those purposes that make return or <br />destruction infeasible, for so long as Business Associate maintains such PHI. Business <br />Associate must provide written notice of the conditions that make return or destruction <br />not feasible ; if Covered Entity does not concur in that assessment, Business Associate <br />shall return or destroy the PHI within five (5) business days . <br />V . MISCELLANEOUS <br />A. Defense and Indemnification: Business Associate shall defend, indemnify and hold <br />hannless Covered Entity from and against all claims, liabilities, judgments, fines, <br />assessments, penalties, awards or other expenses, of any nature whatsoever, including <br />without limitation attorneys' fees, expert witness fees, and costs of investigation, <br />litigation, or dispute resolution, relating to or arising out of any breach of this Addendum <br />by Business Associate, its employees, officers, agents, or sub-contractors. This provision <br />is supplemental to and to be interpreted and applied in a manner consistent with, any <br />indemnification provision of the agreement to which this Addendum is attached. <br />B. A. A. Page 4 of6