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Page 15 of 16 <br />the violation, or if the party does not cure the breach or end the violation within a reasonable <br />time; (2) terminate this Agreement immediately upon written notice to the breaching party that it <br />has breached a material term of this Agreement and there is no cure. <br /> <br />c. Effect of Termination: <br /> <br />i. Upon termination of this Agreement, Business Associate shall, if feasible, return or <br />destroy all PHI received from Covered Entity, or created or received by Business <br />Associate on behalf of the Covered Entity. This provision shall also apply to PHI <br />that is in the possession of Subcontractors, vendors and/or other third parties engaged <br />by Business Associate to assist in the provision of services. Business Associate shall <br />retain PHI only as described in Subparagraph (ii) below. <br /> <br />ii. Business Associate shall retain only that PHI for which return or destruction is <br />infeasible or retention is necessary for Business Associate to continue its proper <br />management and administration or carry out its legal responsibilities. Business <br />Associate shall continue to use appropriate safeguards, comply with the HIPAA <br />Rules, and adhere to the terms of this Agreement with respect to PHI for as long as <br />Business Associate retains the PHI. <br /> <br />V. MISCELLANEOUS <br /> <br />a. Regulatory References. Reference in this Agreement to a section in the Privacy Rule means the <br />section as in effect or as amended. <br /> <br />b. Amendment. The parties agree to take such action as may be necessary to amend this Agreement <br />from time to time for Covered Entity or Business Associate to comply with the requirements of <br />the Privacy Rule and other requirements of the HIPAA Rules. <br /> <br />c. Survival. The respective rights and obligations of Business Associate under Sections IV(c)(i) and <br />(ii) of this Agreement shall survive termination of this Agreement. <br /> <br />d. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that <br />permits Covered Entity or Business Associate to comply with the Privacy Rule and other <br />requirements of the HIPAA Rules. This Agreement shall be interpreted without regard to the rule <br />that a document is to be construed against the party which drafts it. When a section of the <br />Agreement calls for Business Associate to respond to a request from the Covered Entity in <br />conjunction with a regulation specifically cited in the section, Business Associate may rely on the <br />Covered Entity’s request as verification by the Covered Entity that the request is made in <br />compliance with the regulation. Business Associate is not responsible for confirming that <br />Covered Entity’s request is made in compliance with the specific regulation. <br /> <br />e. Complete Integration. This Agreement forms the entire agreement between the parties relating to <br />the subject matter hereof, and supersedes all prior negotiations, discussions, representations, or <br />proposals, whether oral or written, unless expressly incorporated herein. Further, this Agreement <br />may not be modified except in a writing signed by the duly authorized representatives of both <br />parties. If any provision or part of this Agreement is found to be invalid, the remaining <br />provisions shall remain in full force and effect. <br /> <br />f. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the <br />successors and assigns of Covered Entity and Business Associate. However, this Agreement is