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B. Except as otherwise limited in this Addendurn or by law, Business Associate may use <br />PHI to provide Data Aggregation services to Covered Entity as permitted by a5 CFR g <br />l6a.s0a.(e)(2XiXB). <br />IV. TERM ANT}TION <br />A. Term: This Addendum shallbecome 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 rhe parties <br />B. Tennination 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 fhe Covered Entity, or immediatelyterminate 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 terminatedby Covered Entity without cause <br />upon thirty {30) days prior written notice to the other party, which notice shall specifu the <br />date of termination. <br />D. Effect of remrination: Except as provided in paragraph B. of this section, upon <br />termination of this Addendum, for any reason, Business Associate shall retum 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 oi <br />subcontraetors or agents of Business Associate. Business Associate shall retain no copies <br />of the PHI. Deskuction must be by means that meet or exceed the standards of law. <br />v <br />ln the event that Business Associate deterrnines that retLrning or destroying the PHI is <br />not feasible, Business Associate shall extend the protections of this Addendum to such <br />PHI and limit fu*her 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 assessrnent, Business Associate <br />shall refurn or destroy the PHI within five (5) business days. <br />MISCELLANEOUS <br />A. Defense and Indemnification: Business Associate shall defend, indemniff and hold <br />harmless Covered Entity from and against all claims, liabilities, judgments, fines, <br />assessments, penalties, awards or other expecses, of any nature whatsoever, including <br />without limitation attorneys'fees, expertwitness 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, offrcers, agents, or sub-contractors. This provision <br />B. A, A. Aftaclunent Page 4 of 5