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uncured breach of a material term of this Agreement where the breach is not cured to the reasonable satisfaction of the non -breaching Part(ies) after thirty (30) days written notice of such breach. (b) Upon termination of this Agreement for any reason, Service Provider shall, if feasible, return or destroy all PHI and electronic PHI or any copies thereof received from Gehring Group that Service Provider or its agents or subcontractors still maintain in any form. If return or destruction is infeasible, Service Provider or its agents or subcontractors shall continue to extend the protections of this Agreement to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 3.11 Indemnification. (a) Service Provider will indemnify and hold harmless Gehring Group and Client and any of their affiliates, officers, directors, employees, subcontractors, agents, or other members of its workforce, from and against any claim, cause of action, liability, damage, fine, penalty, cost or expense arising out of or in connection with any non -permitted use or disclosure of PHI, electronic PHI or other breach of this Agreement by Service Provider or any subcontractor, agent, person or entity of Service Provider that provides the Service Provider Services. Notwithstanding any provision of the Service Provider Agreement to the contrary, Service Provider's responsibility for indemnification arising out of or in connection with this Agreement will be governed solely by this Section 3.11 and no provision set forth in the Service Provider Agreement, including indemnification provisions thereunder or any terms that define, restrict or limit the types or amounts of damages, costs or expenses, will in any way restrict or limit Service Provider's indemnification liability hereunder. 3.12 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Florida. Jurisdiction and venue for any dispute relating to this Agreement shall rest exclusively with the state courts of Indian River County, Florida and the federal courts of the Southern District of Florida, as applicable. [Signatures on following page] 7 17670672v.2 85