2021/06/30 Council Agenda Packet

8.1. In the event that entry into or performance of this Agreement results in claims, losses, liabilities, costs, lawsuits ( including an award of attorney's fees) or other expenses, against Covered Entity, Business Associate will indemnify, hold harmless and defend Covered Entity from and against such claims, including but not limited to the assessment by a governmental agency of civil or criminal penalties, losses, liabilities, costs, lawsuits (including attorney's fees) or other expenses incurred as a result or arising directly or indirectly out of or in connection with (a) any misrepresentation, breach or non- fulfillment of any undertaking on the part of Business Associate under this Agreement; and (b) any claims, demands, awards, judgments, actions and proceedings made by any person or organization, arising out of or in any way connected with Business Associate obligations under this Agreement. 8.2. In the event that entry into or performance of this Agreement results in claims, losses, liabilities, costs, lawsuits (including an award or attorney's fees) or other expenses, against Business Associate, Covered Entity will indemnify, hold harmless and defend Business Associate from and against such claims, losses, liabilities, costs, lawsuits (including attorney's fees) or other expenses incurred as a result or arising directly or indirectly out of or in connection with (a) any misrepresentation, breach or non -fulfillment of any undertaking on the part of Covered Entity under this Agreement; and (b) any claims, demands, awards, judgments, actions and proceedings made by any person or organization, arising out of or in any way connected with Covered Entity obligations under this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this BUSINESS ASSOCIATE AGREEMENT to be duly executed as of the Effective Date. COVERED ENTITY: BUSINESS ASSOCIATE: For Snohomish Health District Date For City of Everett Date Page 9 of 9