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Katherine Bellantoni, Privacy Officer <br />Gehring Group, Inc. <br />1 1505 Fairchild Gardens Ave. <br />Suite 202 <br />Palm Beach Gardens, FL 33410 <br />6. INDEMNIFICATION <br />Gehring Group agrees to indemnify Client, and any employees, directors, officers of Client <br />(collectively "Client Indemnitees"), against all actual and direct losses resulting from or in <br />connection with any breach of this Agreement by Gehring Group, or its partners, employees or <br />other members of its workforce. Actual and direct losses shall include, but shall not be limited <br />to. judgments, liabilities, fines, penalties, costs. and expenses (including reasonable attorneys' <br />fees) which are imposed upon or incurred by Client Indemnitees by reason of any suit, claim, <br />action, investigation, or demand by any Individual, government entity, or third party. This <br />obligation to indemnify shall survive the termination of this Agreement. <br />To the extent permitted by law, Client agrees to indemnify Gehring Group and any employees, <br />directors, officers of Gehring Group (collectively "Gehring Group Indemnitees") against all <br />actual and direct losses resulting from or in connection with any breach of this Agreement by <br />Client, or any violation of HIPAA resulting from any improper use or disclosure of PHI and <br />Electronic PHI pursuant to Client's direction. Actual and direct losses shall include, but shall not <br />be limited to, judgments, liabilities, fines, penalties, costs, and expenses (including reasonable <br />attorneys' fees) which are imposed upon or incurred by Gehring Group Indemnitees by reason of <br />any suit, claim, action, investigation, or demand by any Individual, government entity, or third <br />party. This obligation to indemnify shall survive the termination of this Agreement. <br />7. GOVERNING LAW <br />This Agreement shall be governed by and interpreted in accordance with the laws of Florida. <br />Jurisdiction and venue for any dispute relating to this Agreement shall rest exclusively with the <br />state courts of Indian River County, Florida and the federal courts of the Southern District of <br />Florida, as applicable. <br />8. AMENDMENT <br />The parties agree to negotiate in good faith any amendments necessary to conform this <br />Agreement to changes in applicable law. Gehring Group further agrees to promptly attempt to <br />amend its agreements with its subcontractors and agents to conform to the terms of this <br />Agreement. In the event Gehring Group is unable to amend this Agreement or its agreements <br />with its subcontractors in a way that is sufficient to satisfy the requirements under HIPAA, Client <br />may terminate this Agreement in accordance with Section 4 upon thirty (30) days written notice. <br />Page 7 of 8 <br />17535410v 1 <br />77 <br />