Business Associate Agreement (Page 6 of 8) in pdf

protections are extended to such information in accordance with the Termination

provisions in this Section.

Termination for Cause. If Covered Entity or Business Associate learns of a material

breach by the other party, it shall: (1) provide a reasonable opportunity for the party to

cure the breach or end the violation, or if the party does not cure the breach or end the

violation within the time specified by the non-breaching party; (2) immediately terminate

this Agreement and any underlying service agreement upon written notice to the

breaching party that it has breached a material term of this Agreement and there is no

cure. If neither termination nor cure is feasible, the non-breaching party shall report the

violation to the Secretary.

Effect of Termination:

(i)

Except as provided in paragraph (c)(ii) of this Section VII, upon termination of

this Agreement for any reason, Business Associate shall return or destroy all PHI

relating to Covered Entity. This provision shall apply to PHI that is in the

possession of subcontractors or agents of Business Associate. Business Associate

shall retain no copies of this PHI.

(ii)

In the event that Business Associate reasonably determines that returning or

destroying the PHI is not feasible, Business Associate shall provide to Covered

Entity notification of the conditions that make return or destruction infeasible.

Upon Business Associate's reasonable determination that return or destruction of

PHI is infeasible, Business Associate shall extend the protections of this

Agreement to such PHI and limit further uses and disclosures of PHI to those

purposes that make the return or destruction not feasible, for as long as Business

Associate maintains the PHI.

VIII. MISCELLANEOUS

Regulatory References. Reference in this Agreement to a section in the Privacy Rule

means the section as in effect or as amended.

Amendment. The Parties agree to take such action as may be necessary to amend this

Agreement from time to time for Covered Entity or Business Associate to comply with

the requirements of the Privacy Rule and other requirements of HIPAA.

Survival. The respective rights and obligations of Business Associate under Sections

VII(c)(i) and (ii) of this Agreement shall survive termination of this Agreement.

Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning

that permits Covered Entity or Business Associate to comply with the Privacy Rule and

other requirements of HIPAA. This Agreement shall be interpreted without regard to the

rule that a document is to be construed against the party which drafts it.

4. BUSINESS ASSOC AGRMT IDICTATE AND QUICKTATE

Business Associate Agreement Page 6