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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
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