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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 1 <br />164.504.(c)(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 teen 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 tennination. <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 fiirther 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 mast 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 />B. A. A. Attachment Page 4 of 5 <br />