INTERLOCAL CWU MAT EVALUATOR - FY23 COSSUP - NEEDS BOCC

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C. Other Termination: This Addendum may be terminated by Covered Entity without cause upon thirty (30) days prior written notice to the other party, which notice shall specify the date of termination. D. Effect of Termination: Except as provided in paragraph B. of this Section and to the extent permitted by applicable law, upon termination of this Addendum, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI. Destruction must be by means that meet or exceed the standards of law. In the event that Business Associate determines that returning or destroying the PHI is not feasible, Business Associate shall extend the protections of this Addendum to such PHI and limit further disclosures of such PHI to those purposes that make return or destruction infeasible, for so long as Business Associate maintains such PHI. Business Associate must provide written notice of the conditions that make return or destruction not feasible; if Covered Entity does not concur in that assessment, Business Associate shall return or destroy the PHI within five (5) business days. V. MISCELLANEOUS A. Defense and Indemnification: To the extent permitted by law, Business Associate shall defend, indemnify and hold harmless Covered Entity from and against all claims, liabilities, judgments, fines, assessments, penalties, awards or other expenses, of any nature whatsoever, including without limitation attorneys' fees, expert witness fees, and costs of investigation, litigation, or dispute resolution, relating to or arising out of any breach of this Addendum by Business Associate, its employees, officers, or agents. This provision is supplemental to and to be interpreted and applied in a manner consistent with, any indemnification provision of the agreement to which this Addendum is attached. B. Reimbursement for Costs Incurred Due to Breach: Business Associate shall reimburse Covered Entity, to the extent permitted by law, for all costs of investigation, dispute resolution, notification of individuals, the media, and the government, and expenses incurred in responding to any audits or other investigation relating to or arising out of a breach of unsecured PHI by the Business Associate, including mitigation. C. Regulatory References: A reference in this Addendum to a Section in the Department of Health and Human Services Privacy Regulations, CFR, Title 45, Sections 160 and 164 means the Section as in effect or as amended, and for which compliance is required. D. Amendment: Changes in the law are automatically incorporated herein without need for explicit amendment. The Parties agree this this Addendum may be amended from time to time if otherwise necessary for Covered Entity to comply with the requirements of the Department of Health and Human Services Privacy Regulations, CFR, Title 45, Sections 160 and 164 and other provisions of law.