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Associate may terminate. this BA Agreement and the Service Agreement. Business Associate shall provide Covered Entity thirty (30) days' written notice in sufficient detail to enable Covered Entity to understand the nature of the breach or material violation and afford Covered Entity an opportunity to cure the breach or end the violation. Should Covered Entity fail to cure the breach or end the violation within such thirty (30) day time frame, Business Associate may terminate this BA Agreement and the Service Agreement; provided however, that in the. event termination is not feasible, in Business Associate's sole discretion, Business Associate shall have the right to report the breach or violation to the Secretary. 15. Return or Destruction of Protected Health Information upon Termination. Upon expiration or termination of the Service Agreement or this BA Agreement, Business Associate shall either. return or destroy all Protected Health Information received from Covered Entity or created or received by Business Associate on behalf of Covered Entity and which Business Associate still maintains in any form. Notwithstanding the foregoing, to the extent that Covered Entity and Business Associate mutually determine that it is not feasible to return or destroy such Protected Health Information, the terms and provisions of this BA Agreement shall survive termination with regard to the Protected Health Information still in the possession of Business Associate, and such Protected Health Information shall beused or disclosed solely for such purpose or purposes which prevented the return or destruction of such Protected Health Information. 16. Indemnification. Business Associate (the "Indemnifying Party') shall indemnify, defend and hold harmless the Covered Entity (the "Indemnified Party") and its officials, employees, affiliates, agents, and representatives from.and against any and all third party liabilities, costs, claims, suits, actions, proceedings, demands, losses, and liabilities of any kind (including court costs and reasonable attorneys' fees) brought by a third party, arising from or relating to the acts or omissions of the Indemnifying Party or any of its directors, officers, subcontractors, employees, affiliates, agents, and representatives in connection with Indemnifying Party's performance under this BA Agreement or the Service Agreement. The indemnification provisions of this Section 16 shall survive the termination of this BA Agreement. 17. Effect. The provisions of this BA Agreement shall control with respect to Protected Health Information that Business Associate receives from or on behalf of Covered Entity, and the terms and conditions of this BA Agreement shall supersede any conflicting or inconsistent terms or provisions of any existing or future agreement between the Parties, including the Service Agreement and all exhibits and attachments thereto. 18. Relationship of the Parties. Covered Entity and Business Associate acknowledge and agree that Business Associate is at all times acting as independent contractor of Covered Entity under this BA Agreement and not as an employee, agent, partner, or joint venturer of Covered Entity. 19. Regulatory References. A reference in this BA Agreement to a section in HIPAA, the HIPAA Rules, or HITECH means the section as it may be amended from time -to -time. 20. Amendments. This BA Agreement may only be amended by mutual written consent of the Parties. The Parties agree to :amend this BA Agreement from time to time as reasonably necessary for Covered Entity to comply with the requirements of HIPAA. 21. Assignment. This BA Agreement may be assigned, transferred, or conveyed by operation of law only with the prior written consent of both Parties, but such consent shall not be unreasonably withheld. 22. No Third -Party Beneficiaries. The Parties have not created and do not intend to create by this BA Agreement any third -party rights, including, but not limited to, third -party rights for Covered Entity's participants. 23. Headings. The headings in this BA Agreement are inserted for convenience only and shall not affect the construction or interpretation of this BA Agreement. 24. Notices. Any notice, request, demand, or other communication required or permitted pursuant to this BA Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered by hand and 72