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TV <br />B. Except as otherwise limited in this Addendum or by law, Business Associate may Llse <br />PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR S <br />164.50a.@)(2XiXB). <br />TERM AND TERMINATION <br />A. Igru: This Addendum shall become effective on the E,ffective Date and shali continue in <br />effect until all obligations of the parlies have been met" unless terminated as provided <br />herein or by mutual agreernent of the parties <br />B. Termination for Car,rse: Upon Covered Entity's knowledge of a material breach by <br />Br,rsiness Associate, Covered Entity may provide an opportunity for Business Associate <br />to cure tl"re breach or end the violation and terminate this Addendr"rrn if Business <br />Associate does not cure the breach or end the violation within five (5) business days of <br />receipt of r,vritten notice by the Covered Entity, or immediately tenninate this Addendr,utr <br />if Br-rsir-ress Associate has breached a material term of this Addendum and cure is not <br />possible. <br />C. Other Terminatior-r: This AddendLrm may be terminated by' Covered Entity' r,vithout cause <br />upon thirtl, (30) days prior u'ritten notice to the other party. r,r,hich notice shall specily the <br />date of termination. <br />D. Eff-ect of Termination: Except as provided ir-r paragraph B. of this Section, Lrpon <br />termination of this Addendr"rm. for any reason. Business Associate shall return or destroy' <br />all PHI received lrom Covered Entity, or created or received by Br"rsiness Associate on <br />behalf of Covered Entity. This provision shall apply to PHI that is in the possession of <br />subcontractors or agents of Br:siness Associate. Business Associate shall retain no copies <br />of the PHL Destruction mr"rst be bv means that meet or exceed the standards of lar.v. <br />In the event that Br.rsiness Associate determines that returning or destroying the PHI is <br />not f-easible, Business Associate shall extend the protections of this Addendum to such <br />PHI and limit further disclosures of such PFII to those pr"rrposes that make return or <br />destrr-rction infeasible, for so long as Business Associate maintains such PHI. Business <br />Associate must provide vl'ritten notice of the conditions that make return or destruction <br />not feasible; if Covered Entity does not concllr in that assessment. Business Associate <br />shall retLrrn or destroy the PHI within five (5) business days. <br />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 w'hatsoever, inclr.rding <br />without limitation attorneys' fees, expert witness fees, and costs of investigation, <br />litigation, or dispute resolution, relating to or arising or.rt of any breach of this Addendum <br />by Br-rsiness Associate. its employees, officers, agents, or sub-contractors. This provision <br />V <br />B. A. A. Attachment Page 4 of 5