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IV <br />B. Ercept as otherrvise lirnited in this Acldendurn or by lavr,, Business Associate rnay usr' <br />PI{l to provide Data Aggregation seruices to Covered Entity as permitted by 45 CFR 5s <br />l6a.s0a.(eXzXiXB). <br />TERNI AND TERIVTINATION <br />A. Temr: This Acldendum slrall become effective on the Eft'ective Date arrd shall corrtinuc in <br />effect Lrntil all obligations of the parties have been met, unless temrinatecl as provided <br />herein or by mutual agreement of the parties <br />B. Termination for Cause: Upon Covered Entily's knowledge of a meterial breach by <br />Business Associate, Covered Entity nray provide an opportunity tbr Business Associate <br />to cure the breach or end the violation and terminate this Addendurn if Business <br />Associate does not cure the breach or end the violation rvithin five (5) business clays of- <br />receipt of written notice by tlre Covercd Entity, or immediate ly te nlinate this Acldcndrrnr <br />if Business Associate has breached a rnaterial tenn of this Addendum and cure is not <br />possible. <br />C. Qther Temrination: This Addendum may be terminated by Covered Entity without causc <br />upon thirty (30) days priot 'ovrinen uotice to the other party, lvhich notice shall specify the <br />date of termination. <br />D. EfTect of Te.Ulrination: Except as provided in paragraph B. of this Section, upon <br />termination of this r\ddendum, for any reasoll, Business Associate shall return or destroy <br />all PHI received ti'om Covered Entity, or created or received by Business Associate on <br />behall ol'Covered Entity. This provision shall apply to PHI that is in the possession of <br />subcontractors or agents of Business Associate. Business Associate shnll retain no capies <br />of the PFII. Destruction rnust be by means that meet or exceed the standrirds ol larv. <br />In the event that Business Associate detennines that returning or destroying tlre PHI is <br />not feasible, Business Associale shall extend the protections of tlris Addendurn to such <br />PHI and limit ftlrther disclosures of such PHI to tliose purposes that nrake retum or <br />destruction infeasible, for so long as Business Associate nraintains such PHL Business <br />Associate must provide nritten notice of the conditions that make return or destruction <br />not feasible; if Covered Entity does not conclrr in that assessmettt, Business Associate <br />shall retum or destroy the PHI within five (5) business days. <br />PTISCELLANEOUS <br />A. Defense and Indemnification: Business Associate shall defend, indemnify and hold <br />hannless Covered Entity from and against all clainrs, liabilities, judgments, fines, <br />assessments, penalties, awards or other expenses, of any natlrre lvhatsoever, including <br />ruvithout lirnitation 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 />V <br />B. A. A. Attachrnent P:rge 4 of 5