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<br /> <br /> <br />12 <br />In the event that either Party has knowledge of a material breach of this Agreement by the other Party and <br />cure is not possible, the non-breaching Party may terminate this Agreement and the Service Agreement. <br />When neither cure nor termination is feasible, the non-breaching Party may report the violation to the <br />Secretary. <br />C. Effect of Termination. <br />(1) Return or destruction of PHI and Confidential Personal Information if feasible. <br />Except as provided in paragraph (2) of this sub-section below, upon termination of this Agreement for any <br />reason, Business Associate will, if feasible, return or destroy all PHI and Confidential Personal Information <br />received from Covered Entity, or created or received by Business Associate and its subcontractors on behalf <br />of Covered Entity that Business Associate maintains in any form. Business Associate will not retain any copies <br />of the PHI or Confidential Personal Information. If return of PHI or Confidential Personal Information is not <br />feasible, Business Associate will destroy all such information in accordance with applicable law and guidelines <br />published by HHS. Business Associate will document in writing the destruction of PHI and Confidential <br />Personal Information by the Business Associate including at a minimum: <br />• Date of destruction. <br />• Method of destruction. <br />• Description of the destroyed record series or medium. <br />• Inclusive dates covered. <br />• The signatures of the Individuals supervising and witnessing the destruction. <br />Business Associate must provide this documentation to Covered Entity within thirty (30) days of termination <br />of this Agreement. <br />This provision will also apply to PHI and Confidential Personal Information that is in the control of <br />Representatives of Business Associate. <br />(2) Procedure When Return or Destruction is not Feasible. <br />If Business Associate notifies Covered Entity of the conditions that make return or destruction of PHI and <br />Confidential Personal Information infeasible, upon mutual agreement of the Parties that return or destruction <br />of PHI and Confidential Personal Information is infeasible, Business Associate will extend the protections of <br />this Agreement to the PHI and Confidential Personal Information retained and limit further uses and <br />disclosures of the PHI and Confidential Personal Information to those purposes that make the return or <br />destruction infeasible, for as long as Business Associate or any Representative maintains the PHI or <br />Confidential Personal Information. <br />(3) Continuing Privacy and Security Obligation. <br />Business Associate’s obligation to protect the privacy and safeguard the security of PHI and Confidential <br />Personal Information and report any impermissible use or disclosure as specified in this Agreement will be <br />continuous and survive termination or other conclusion of this Agreement.