98point6 10/2/19 - Laserfiche WebLink

agreed pursuant to Section 4 of this Agreement, Business Associate may terminate this Agreement (and the Service Agreement) upon notice to Covered Entity. 6.4. Effect of Termination. Business Associate shall extend the protections of this Agreement to PHI for so tong as Business Associate retains such PHI. The obligations of Covered Entity set forth in Section 4 above wilt survive the expiration or earlier termination of this Agreement. The Parties acknowledge and agree that it is not feasible for Business Associate to return or destroy PHI upon expiration or earlier termination of this Agreement or the Service Agreement. 7. ADDITIONAL TERMS 7.1. Indemnity. Except as provided in Section 7.2 below, Business Associate and Covered Entity each agree to defend, indemnify, and hold the other harmless from and against any and all tosses, liabilities, damages, expenses, and costs ("Losses") from any third-party claim, suit, action, or proceeding (each a "Claim") to the extent that such Losses arise directly from its material breach of this Agreement, willful misconduct, or gross negligence. 7.2. Limitations of Liability 7.2.1.In no event will either Business Associate or Covered Entity be liable to the other for any loss of use, revenue, or profit or for any other consequential, indirect, incidental, exemplary, special, or punitive damages arising out of or related to this Agreement, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not it has been advised of the possibility of such damages. 7.2.2.In no event will Business Associate's or Covered Entity's liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), indemnity, or otherwise, exceed five (5) times the aggregate amount actually paid to Business Associate pursuant to this Agreement during the 12-months immediately preceding the accrual of such liability. 7.3. Amendment. Except as otherwise expressly provided herein, this Agreement may not be amended or supplemented, nor any of the provisions hereof waived, except by a written instrument signed by Business Associate and Covered Entity. 7.4. Notice. All notices required by this Agreement shall be in writing and delivered in accordance with the terms and conditions set forth in Section 11.2 of the Service Agreement. Business Associate or Covered Entity may change its address for the purpose of this Agreement by giving the other written notice of its new address pursuant to the terms and conditions set forth in Section 11.2 of the Service Agreement. 7.5. Choice of Law. To the extent not preempted by federal law, Business Associate and Covered Entity agree that this Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to any choice of law statute, rule, or precedent that would apply the law of any other jurisdiction. 7.6. Jurisdiction: Venue. Business Associate and Covered Entity irrevocably agree to bring any legal action, suit, or other proceeding in any way arising out of this Exhibit B to Subscription Agreement 24 20190227.v10.1