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<br />Benefit Express Services, LLC
<br />Technology and Services Agreement
<br />(i) Entire Agreement; Modification. This Business Associate Agreement represents the entire agreement between the Business
<br />Associate and the Covered Entity relating to the subject matter hereof. No provision of this Business Associate Addendum may be
<br />modified, except in writing, signed by the parties.
<br />(j) Assistance in Litigation or Administrative Proceedings. The Business Associate shall make itself, and any subcontractors, employees
<br />or agents assisting the Business Associate in the performance of its obligations under this Agreement, available to the Covered Entity,
<br />to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against the Covered
<br />Entity, its directors, officers, or employees based upon a claimed violation of HIPAA, the HIPAA regulations, or other laws relating to
<br />security and privacy, except where the Business Associate or its subcontractors, employees, or agents are named as an adverse party.
<br />(k) Binding Effect. This Business Associate Addendum shall be binding upon the parties hereto and their successors and assigns.
<br />(1) Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by the law of Florida, except to the extent preempted by
<br />federal law.
<br />(m) Severability. The invalidity or unenforceability of any provisions of this Addendum shall not affect the validity or enforceability of any
<br />other provision of this Addendum, which shall remain in full force and effect.
<br />(n) Construction and Interpretation. The section headings contained in this Addendum are for reference purposes only and shall not in
<br />any way affect the meaning or interpretation of this Addendum. This Addendum has been negotiated by the parties at arm's-length
<br />and each of them has had an opportunity to modify the language of the Addendum. Accordingly, the Addendum shall be treated as
<br />having been drafted equally by the parties and the language shall be construed as a whole and according to its fair meaning. Any
<br />presumption or principle that the language is to be construed against any party shall not apply. This Addendum may be executed in
<br />counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same
<br />agreement.
<br />(o) Enhanced Decision Support. In the event Covered Entity selects any service within the Service Agreement containing the
<br />characteristics including but not limited to (1) employee data analytics, (2) benefits recommendation engine(s), (3) custom
<br />employee benefits analysis, or (4) other similar services (each an "Enhanced Decision Support" service) as an included service to be
<br />provided by Business Associate, then this Section IX(o) shall apply. Both parties agree that (1) Business Associate will provide de -
<br />identified participant information to a subcontractor for the purposes of conducting the Enhanced Decision Support services, (2)
<br />the de -identified information will not be considered an unauthorized use or disclosure under Subpart E of 45 CFR Part 164, (3) the
<br />de -identified information, shared by Business Associate with the subcontractor, will not be considered a sale of records
<br />notwithstanding the fact that the subcontractor shall also thereafter own the de -identified information ("Resultant Data"), and, if it
<br />is considered a sale of records, Covered Entity is authorizing this sale of records, per 45 CFR Part 164.508, and (4) Business
<br />Associate will not be required to return or destroy the de -identified information, per 45 CFR Part 164.306, as the information
<br />provided to the subcontractor does not contain any identifiable PHI or PII.
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