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Health Information can be further exchanged for remuneration by Clarity, The foregoing shall not apply to Client's payments to Clarity for services delivered by Clarity to Client. (d) Except as otherwise provided in this Schedule, Clarity may use Protected Health Information to provide data aggregation services to Client as permitted by 45 C.F.R. 164.504(e)(2)(i)(B). (e) Clarity may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 45 C,F,R. 164.502§)(1). 4, Obligations of Client. 4.1 Provisions for Client to Inform Clarity of Privacy Pract ces and Restrictions (a) Client shall notify Clarity of any limitation(s) in its notice of privacy practices of Client in accordance with 45 C.F.R. § 164.520, to the extent that such limitation(s) may affect Clarity's use or disclosure of Protected Health Information. (b) Client shall provide Clarity with any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes affect Clarity's uses or disclosures of Protected Health Information. (c) Client agrees that it will not furnish or impose by arrangements with third parties or other Covered Entities or Business Associates special limits or restrictions to the uses and disclosures of Its PHI that may impact in any manner the use and disclosure of PHI by Clarity under the Agreement and this Schedule, including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164,522, 4.2 Permissible Requests by Client Client shall not request Clarity to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy and Security Rules if done by Client. 5. Term and Termination (a) Term. The provisions of this Schedule shall take effect on the effective date of the Agreement, and shall terminate upon expiration or termination of the Agreement, except as otherwise provided herein. (b) Termination for Cause. Without limiting the termination rights of the parties pursuant to the Agreement and upon either party's knowledge of a material breach by the other party, the non -breaching party shall either: i. Provide an opportunity for the breaching party to cure the breach or end the violation, or terminate the Agreement, if the breaching party does not cure the breach, or ii. End the violation within the time specified by the non -breaching party, or iii. Immediately terminate the Agreement, if cure of such breach is not possible. (c) Effect of Termination. The parties mutually agree that it is essential for Protected Health Information to be maintained after the expiration of the Agreement for regulatory and other business reasons. Except as provided below, upon termination of this Agreement for any reason, Clarity shall return or, destroy all Protected Health Information received from Client, or created or received by Clarity on behalf of Client. Notwithstanding the expiration of the Agreement, If Clarity determines that returning or destroying Protected Health Information is infeasible, Clarity shall notify Client of the conditions that make return or destruction infeasible. Clarity shall extend the protections of this Schedule to such Protected Health Information, and limit further use or disclosure of the Protected Health Information to those purposes that make the return or destruction of the Protected Health Information infeasible. 6. Miscellaneous (a) Regulatory References A reference in this Sched.ile to a section in the Privacy and Security Rules means the section as in effect or as amended, and for which compliance is required. (b) Amendment. The Parties agree to take such action to amend this Agreement from time to time as is necessary for Client and Clarity to comply with the requirements of the HIPM Privacy Rule, the HIPAA Security Rule, the HITECH Act, and HIPAA, as amended. (c) Survival. The respective rights and obligations of Clarity under Section 5(c) of this Schedule shall survive the termination of this Schedule. (d) Interpretation. Any ambiguity in this Schedule shall be resolved in favor of a meaning that permits Client to comply with the Privacy and Security Rules. (e) No third party beneficiary. Nothing express or implied In this Schedule In the Agreement Is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities whatsoever. (f) Governing Law. This Schedule shall be governed by and construed in accordance with the same internal laws as that of the Agreement. 860520 11.2.2016 15 56