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(b) Covered Entity's negligence or willful misconduct or breach of its obligations under this BAA. Covered Entity shall indemnify and hold Business Associate harmless from and against any claims, expenses (including reasonable attorneys' fees) and liabilities arising from Covered Entity's negligence, willful misconduct or breach of this BAA provided that Covered Entity shall have no indemnity obligation to the extent any such claim is attributable to Business Associate's gross negligence, willful misconduct or material breach of its obligations under this BAA. 6.2 Limitation of Liability. BUSINESS ASSOCIATE SHALL NOT HAVE ANY LIABILITY TO COVERED ENTITY OF ANY TYPE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, AND TORT LIABILITY), FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO THE LOSS OF OPPORTUNITY, LOSS OF USE, OR LOSS OF REVENUE OR PROFIT, IN CONNECTION WITH OR ARISING OUT OF THIS BAA OR THE PROGRAM, EVEN IF SUCH DAMAGES MAY HAVE BEEN FORESEEABLE, EXCEPT AS MAY OTHERWISE ARISE UNDER APPLICABLE LAW. IN NO EVENT WILL BUSINESS ASSOCIATE BE LIABLE TO COVERED ENTITY FOR ANY AMOUNT THAT IN THE AGGREGATE EXCEEDS THE LESSER OF (I) BUSINESS ASSOCIATE'S SHARE OF THE PROGRAM FEES COVERED ENTITY PAID TO BUSINESS ASSOCIATE UNDER THE PROGRAM DURING THE PRECEDING TWELVE (12) MONTHS, AND (II) TWO MILLION DOLLARS. LIABILITY OF COVERED ENTITY SHALL BE ONLY TO THE EXTENT ALLOWABLE UNDER SECTION 768.28, OF FLORIDA STATUTES. THIS PROVISION IS NOT DEEMED TO BE A WAIVER OF COVERED ENTITY'S SOVEREIGN IMMUNITY, AS APPLICABLE. SECTION 7 — MISCELLANEOUS 7.1 Regulatory References. A reference in this BAA to a section of HIPAA means the section as in effect or as amended and for which compliance is required. 7.2 Ownership of PHI. Business Associate acknowledges and agrees that all PHI subject to the terms of the Program or this BAA is owned exclusively by Covered Entity, unless such PHI contains confidential or proprietary information of the Business Associate. 7.3 Amendment. The Parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of HIPAA or any other applicable law. 7.4 Assignment. Neither Party may assign its respective rights and obligations under this BAA without the prior written consent of the other Party, except to a parent or subsidiary company. 7.5 Survival. A change, waiver, or discharge of any liability or obligation under this BAA on any one or more occasions shall not constitute or be deemed a waiver of performance of any continuing or other obligation or prohibit enforcement of any obligation on any other occasion. In the event that any provision of this BAA is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this BAA will remain in full force and effect. 7.6 Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with HIPAA. In the event of an inconsistency between the provisions of this BAA and one or more mandatory provisions of HIPAA, the HIPAA provisions control. Where provisions of this BAA are different than those mandated by HIPAA, but are nonetheless permitted, the provisions of this BAA control.