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B.Except as otherwise limited in this Addendum or by law,Business Associate may use <br />PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR § <br />164.504.(e)(2)(i)(B). <br />IV.TERM AND TERMINATION <br />A.Term:This Addendum shall become effective on the Effective Date and shall continue in <br />effect until all obligations of the parties have been met,unless terminated as provided <br />herein or by mutual agreement of the parties <br />B.Termination for Cause: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.Other 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 of Termination: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 />harmless 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 />B.A.A.Attachment Page 4 of5