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Julota <br /> Julota®SaaS Agreement <br /> 5. Permissible Requests by Covered Entity <br /> Except as otherwise permitted by this Agreement,Covered Entity shall not request Business Associate to use or disclose <br /> PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity. <br /> 6. Term and Termination <br /> (a)Term. The Term of this Agreement shall be effective as of the Effective Date and shall continue in full force and effect <br /> until termination as set forth below. <br /> (b)Termination. This Agreement may be terminated at any time and for any reason by either party or at such time that <br /> Business Associate ceases providing services to Covered Entity. This Agreement will be terminated automatically and <br /> without notice upon termination or expiration of the SaaS Agreement. In the event of termination or expiration of this <br /> Agreement,to the extent feasible, Business Associate will return or destroy all PHI received from Covered Entity. <br /> (c) Continued Safeguard of Information. Depending on the nature of Business Associate's Services, the parties may <br /> mutually agree that immediate return or destruction of the information is infeasible. Under such circumstances,Business <br /> Associate will extend the protections of this Agreement for as long as the information is maintained and will limit further <br /> uses and disclosures to those purposes that make the return or destruction of the information infeasible. When the <br /> information is no longer needed by Business Associate, the information will be returned or destroyed. The Business <br /> Associate's obligations to continue to safeguard PHI shall survive the termination of the Agreement. <br /> 7. Miscellaneous <br /> (a)No Third Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give,nor shall anything <br /> herein give any person other than the Parties and the respective successors or assigns of the Parties,any rights,remedies, <br /> obligations,or liabilities whatsoever. <br /> (b)Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect <br /> or as amended,and for which compliance is required. <br /> (c)Interpretation.Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to <br /> comply with the HIPAA Rules. <br /> I17 D�6ivon- <br /> City off Everett,WA P 'ce Department: BUSINESS ASSOCIATE: <br /> By: By: ,id,R9X4,4re...4.2_ <br /> Print Name: �' .-- 1P--itiNl Print Name: Scott A. Cravens <br /> Title: C�CZ Title: CEO <br /> Dated: 12-- I ` - 01 Dated: 11/25/2020 <br /> [------(Office of the City Attorney <br /> APPROVED AS TO FORM <br /> David C.Hall,City Attorney <br /> page 16 of 16 <br />