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DocuSign Envelope ID: 26BOC939-3E65-4374-8EBE-308B214EB5C7 <br />(1) Terminate this Addendum and the Underlying Agreement upon <br />thirty (30) days' notice if Business Associate determines that <br />Covered Entity has violated a material term of this Addendum if, <br />following Business Associate's notification to Covered Entity of <br />the material breach, Covered Entity is unable or unwilling to take <br />steps to cure the breach within such thirty (30) day period. In the <br />event of such a cure, this Addendum shall remain in full force and <br />effect; <br />(2) Immediately terminate this Addendum and the Underlying <br />Agreement Engagement Letter if Covered Entity has breached a <br />material term of this Addendum and cure is not possible; or <br />(3) If neither termination nor cure is feasible, report the violation to <br />the Secretary. <br />C) Return on Termination. At termination of the Addendum, to the extent feasible, <br />Business Associate shall return or destroy all PHI that Business Associate still <br />maintains in any form and retain no copies of the PHI. If the return or destruction <br />of such PHI is not feasible, Business Associate shall extend the protections of this <br />Addendum to the remaining information and limit further uses and disclosures of <br />the PHI to those purposes that make the return or destruction of the PHI <br />infeasible. <br />d) Survival. The terms of this Section shall survive the termination or expiration of <br />this Addendum. <br />5. RRe uired Disclosure. If Business Associate is confronted with legal action to disclose <br />any PHI, Business Associate shall promptly notify and assist Covered Entity (at Business <br />Associate's reasonable expense) in obtaining a protective order or other similar order, and shall <br />thereafter disclose only the minimum amount of PHI that is required to be disclosed in order to <br />comply with the legal action, whether or not a protective order or other order has been obtained. <br />6. Indemnification. Business Associate agrees to indemnify, defend, and hold harmless <br />Covered Entity and its directors, officers, affiliates, employees, agents, and permitted successors <br />from and against any and all third -party claims, losses, liabilities, damages, actual, reasonable <br />costs, and actual, reasonable expenses (including reasonable attorneys' fees) directly and <br />proximately caused by Business Associate's breach of its obligations under this Addendum, <br />including, but not limited to Business Associate's failure to notify Covered Entity of a Breach of <br />Unsecured Protected Health Information or of a possible Breach of Unsecured Protected Health <br />Information within the time frames specified herein. <br />7. Compliance with Laws. Business Associate shall comply with all applicable, federal, <br />state and local laws, rules and regulations, including, without limitation, the requirements of <br />HIPAA. <br />Revised 7 <br />5/21/2020 <br />