Laserfiche WebLink
DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 <br />Associate may terminate this BA Agreement and the Service Agreement. Business Associate shall provide Covered <br />Entity thirty (30) days' written notice in sufficient detail to enable Covered Entity to understand the nature of the <br />breach or material violation and afford Covered Entity an opportunity to cure the breach or end the violation. Should <br />Covered Entity fall to cure the breach or end the violation within such thirty (30) day time frame, Business Associate <br />may terminate this BA Agreement and the Service Agreement; provided however, that in the event termination Is <br />not feasible, In Business Associate's sole discretion, Business Associate shall have the right to report the breach or <br />violation to the Secretary. <br />15. Return Qf Protected, Health InfoEmation upon Termination, Upon expiration or termination of the <br />Service Agreement or this BA Agreement, Business Associate shall return all Protected Health Information received <br />from Covered Entity or created or received by Business Associate on behalf of Covered Entity and which Business <br />Associate stili maintains in any form. Notwithstandingthe foregoing, to the extent that Covered Entity and Business <br />Associate mutually determine that it is not feasible to return such Protected Health information, the terms and <br />provisions of this BA Agreement shall survive termination with regard to the Protected Health Information still in the <br />possession of Business Assodat%-and such Protected Health Information shall be used or disclosed -solely for such <br />purpose or purposes which prevented the return of such Protected Health Information. <br />16. nificatio . Subject to the limitations set forth in section 768.28, Rorlda Statutes, each Party <br />(In either case, the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (in either case, <br />the "Indemnified Party") and its directors, officers, employees, affiliates, agents, and representatives from and <br />against any and all third party liabilities, costs, claims, suits, actions, proceedings, demands, losses, and liabilities of <br />any kind Onduding court costs and reasonable attorneys' fees) brought by a third party, arising from or relating to <br />the acts or omissions of the Indemnifying Party or any of its directors, officers, subcontractors, employees, affiliates, <br />agents, and representatives in connection with Indemnifying Party's performance under this BA Agreement or the <br />Service Agreement. The indemnification provisions of this Section 16 shall survive the termination of this BA <br />Agreement. <br />17. Effect The provisions of this BA Agreement shall control with respect to Protected Health <br />Information that Business Associate receives from or on behalf of Covered Entity, and the terms and conditions of <br />this BA Agreement shall supersede any conflicting or inconsistent terms or provisions of any existing or future <br />agreement between the Parties, including the Service Agreement and all exhibits and attachments thereto. <br />18. Relationship of the Parties. Covered Entity and Business Associate acknowledge and agree that <br />Business Associate Is at all times acting as independent contractor of Covered Entity under this BA Agreement and <br />not as an employee, agent, partner,.or_joint venturer of Covered Entity. <br />19. Re <br />eulatory References. A reference in this BA Agreement to a section In HIPAA, the HIPAA Rules, <br />or HITECH means the section as it may be amended from time -to -time. <br />20. Amendments. This BA Agreement may only be amended by mutual written consent of the Parties. <br />The Parties agree to amend this BA Agreement from time to time as reasonably necessary for Covered Entity to <br />comply with the requirements of HIPAA. <br />2L Asslenmgnt. This BA Agreement may be assigned, transferred, or conveyed by operation of law <br />only with the prior written consent of both Parties, but such consent shall not be unreasonably withheld. <br />22 No Third -Party Beneficiaries. The Parties have not created and do not Intend to create by this BA <br />Agreement arty third -party rights, Including, but not limited to, third -party rights for Covered Entity's participants. <br />23. Headi The headings In this BA Agreement are Inserted for convenience only and shall not <br />affect the construction or interpretation of this BA Agreement. <br />24. Notices Any notice, request, demand, or other communication required or permitted pursuant <br />to this BA Agreement shall be in writing and shall be deemed to have been duly given if. (a) delivered by hand and <br />-4- <br />