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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />RYAN L. BUTLER, CLERK <br />9. Termination. Company and Business Associate shall each have the right to immediately terminate this <br />agreement upon the violation by the other of a material term of this Agreement or of the Regulations, including violations <br />relating specifically to the permitted and required Uses and Disclosures of PHI by the Company or Business Associate; <br />provided, however, that the breaching party shall be provided the opportunity to cure the breach to the satisfaction of the <br />other within a reasonable period of time. If the breaching -party does not cure the default, the non- breaching party shall be <br />entitled to terminate this Agreement or if it is not feasible to terminate this Agreement, report the problem to the Secretary of <br />HHS. <br />Upon termination of this Agreement, the Business Associate and the Company agree to determine whether the <br />return or destruction ofPHI received from, or created or received by, the Business Associate under this Agreement, is feasible. <br />If such return or destruction is mutually determined to be feasible, the Business Associate shall promptly return or destroy <br />all such PHI received from or created or received by the Business Associate under this Agreement. If such return or <br />destruction is mutually determined to not be feasible, the protections of this Agreement shall continue to apply to such PHI <br />after termination (including the Business Associate's obligations in Section 6), and further Uses and Disclosures of such PHI <br />shall be restricted to only those purposes that make the return or destruction of the information infeasible. If mutual <br />agreement is not made as to the feasibility of any return or destruction of PHI, the parties agree to use mediation to resolve <br />this issue. <br />10. Term of Aereement. The term of this Agreement shall be such period of time as the Business Associate is <br />performing the Services. In the event that such Services are terminated, this Agreement also shall terminate, except that the <br />provisions of Sections 9 and 16 shall survive any termination of this Agreement. <br />11. Notice. All written communications, demands, and notices between the parties hereto must be posted by <br />first class mail, postage paid or express mail to the following addresses: <br />To the Business Associate: To the Company: <br />RxBenefits, Inc. Indian River County Board of County Commissioners <br />Attn: Legal Attn: <br />3700 Colonnade Parkway, Suite 600 1801 27th Street <br />Birmingham, AL 35243 Vero Beach, Florida 32960-3365 <br />United States <br />12. Entire Agreement. This Agreement supersedes all previous contracts, including any previous business <br />associate agreements between the parties, and constitutes the entire agreement of whatever kind or nature existing between <br />the parties with respect to the subject matter hereof, and no party shall be entitled to benefits other than those specified <br />herein. As between the parties, no oral statement or prior written material not specifically incorporated herein shall be of <br />any force and effect; and the parties specifically acknowledge that in entering into and executing this Agreement, the parties <br />rely solely upon the representations and agreements contained in this Agreement and no others. This Agreement may be <br />amended only by an instrument in writing executed by the parties hereto and may be supplemented only by documents <br />delivered in accordance with the express terms hereof. <br />13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be <br />deemed an original, but which together shall constitute one and the same instrument. <br />14. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor <br />shall anything herein or therein confer, upon any person other than the Company and the Business Associate and their <br />respective successors or assigns in interest, any rights, remedies, obligations, or liabilities whatsoever. <br />15. Modification For Change in Law. Upon the occurrence of changes or amendments to the Regulations or <br />other law that affect the legality of or any provision in this Agreement, the Company and the Business Associate agree to <br />modify this Agreement to comport with such changes or amendments. Any such modification of this Agreement shall be in <br />writing and signed by the Company and the Business Associate. <br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND <br />CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS <br />