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safeguards, comply with H1PAA, and adhere to the terms of this Agreement with respect to PHI for as long as Lockton retains the PHI. ARTICLE 6. MISCELLANEOUS PROVISIONS 6.1 Regulatory Reference. A reference in this Agreement to a section in HIPAA or to a section of the Code of Federal Regulations means the section as in effect or as amended, and for which compliance is required. 6.2 Amendment. The Client and Lockton agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Plan to comply with the requirements of HIPAA, including the provisions of HITECH. This Agreement may be amended by the Client and Lockton by the express mutual written agreement of both parties. This Agreement contains the entire Business Associate Agreement between the parties and supersedes all other understandings and agreements, oral or written, between the parties regarding privacy of PHI. 6.3 Survival. The respective rights and obligations of Lockton under Paragraph 5.3 of this Agreement shall survive the termination of this Agreement. 6.4 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Plan and Lockton to comply with HIPAA. When a section of the Agreement calls for Lockton to respond to a request from the Plan in conjunction with a regulation specifically cited in the section, Lockton may rely on the Plan's request as verification by the Plan that the request is made in compliance with the regulation. Lockton is not responsible for confirming that the Plan's request is made in compliance with the specific regulation. 6.5 Indemnification. Lockton shall indemnify Client and hold harmless against any loss, cost, damage, claim or expense (including reasonable attorney's fees) arising from the party's improper Use and/or Disclosure of PHI through negligence or intentional wrongdoing or from breach of this Agreement. 6.6 Governing Law and Venue. This Agreement shall be governed by HIPAA and, where not covered by HIPAA or other federal law, the laws of the State of Florida. Venue of any dispute whall by in Indian River County and if in Federal Court, the Southern District of Florida. 6.7 Terms. Where the context of the Agreement requires, the singular shall include the plural and the masculine gender shall include the feminine. Headings or titles of sections are for general information only and this Agreement shall not be construed by reference to such titles. 6.8 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision, and this Agreement shall be construed and enforced as if such provision had not been included. Lockton Business Associate Agreement_rev42015