Fillable Business Associate Agreement (Page 7 of 8) in pdf

g. Injunctions. CE and BA agree that any violation of the provisions of this Agreement

may cause irreparable harm to CE. Accordingly, in addition to any other remedies

available to CE at law, in equity, or under this Agreement, in the event of any violation

by BA of any of the provisions of this Agreement, or any explicit threat thereof, CE shall

be entitled to an injunction or other decree of specific performance with respect to such

violation or explicit threat thereof, without any bond or other security being required and

without the necessity of demonstrating actual damages. The parties’ respective rights and

obligations under this Section 7.g. shall survive termination of the Agreement.

h. Indemnification. BA shall indemnify, hold harmless and defend CE from and against

any and all claims, losses, liabilities, costs and other expenses resulting from, or relating

to, the acts or omissions of BA in connection with the representations, duties and

obligations of BA under this Agreement. The parties’ respective rights and obligations

under this Section 7.h. shall survive termination of the Agreement.

Miscellaneous Terms.

a. State Law. Nothing in this Agreement shall be construed to require BA to use or

disclose PHI without a written authorization from an individual who is a subject of the

PHI, or written authorization from any other person, where such authorization would be

required under state law for such use or disclosure.

b. Amendment. CE and BA agree that amendment of this Agreement may be required to

ensure that CE and BA comply with changes in state and federal laws and regulations

relating to the privacy, security, and confidentiality of PHI. CE may terminate this

Agreement upon [

days] written notice in the event that BA does not promptly

enter into an amendment that CE, in its sole discretion, deems sufficient to ensure that CE

will be able to comply with such laws and regulations. This Agreement may not

otherwise be amended except by written agreement between the parties.

c. No Third Party Beneficiaries. Nothing express or implied in this Agreement is

intended or shall be deemed to confer upon any person other than CE and BA, and their

respective successors and assigns, any rights, obligations, remedies or liabilities.

d. Ambiguities.

The parties agree that any ambiguity in this Agreement shall be

resolved in favor of a meaning that complies and is consistent with applicable law

protecting the privacy, security and confidentiality of PHI, including, but not limited to,

HIPAA and the HIPAA Regulations.

e. Primacy. To the extent that any provisions of this Agreement conflict with the

provisions of any other agreement or understanding between the parties, this Agreement

shall control with respect to the subject matter of this Agreement.

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Business Associate Agreement Page 7