Providence Regional Medical Center 5/15/2017

' f Party to the other, or created or received by Business Associate on behalf of Providence is, in accordance with subsection 11.8, destroyed or returned to Providence or, if it is not feasible to return or destroy PHI,protections are extended to such information, in accordance with the terms of this Agreement. 2. Material Breach a. Where Providence has knowledge of a material breach of this Agreement by Business Associate, Providence shall have the right to terminate the Service Agreement and this Agreement immediately. Without limitation, Business Associate acknowledges that Providence may consider noncompliance with Section II.7 a material breach. b. At the discretion of Providence, Business Associate will have the opportunity to cure any breach of Business Associate's obligations under this Agreement. Such breach shall be cured within 30 days. c. In the event that either Party has knowledge of a material breach of this Agreement by the other Party and cure is not possible,the non-breaching Party shall terminate the portion of the Service Agreement that is affected by the breach. When neither cure nor termination is feasible,the non-breaching Party shall report the problem to the Secretary. 3. Equitable Remedies 9 The parties agree that damages are inadequate to compensate for the unique losses to be suffered in the event of a breach of this Agreement,and that the damaged party will be entitled,in addition to any other remedy it may have under this Agreement or at law,to seek and obtain injunctive and other equitable relief, including specific performance of the terms of this Agreement without the necessity of posting bond or other security and without having to prove the inadequacy of available remedies at law,it being acknowledged and agreed that any such violation shall cause irreparable injury to the Disclosing Party and that monetary damages shall not provide an adequate remedy. V. AMENDMENT If any of the regulations promulgated under HIPAA/HITECH or ARRA are amended or interpreted in a manner that renders this Agreement inconsistent therewith, Providence may, on thirty (30) business days written notice to Business Associate,amend this Agreement to the extent necessary to comply with such amendments or interpretations. Business Associate agrees that it will fully comply with all such regulations promulgated under HIPAA/HITECH or ARRA, and that it will agree to amend this Agreement to incorporate any provisions required by such regulations. This Agreement modifies and supplements the terms and conditions of the Service Agreement,and the provisions set forth herein shall be deemed a part of the Service Agreement. VI. INDEMNIFICATION Each of the Parties agrees to be liable for its own conduct in connection with this Business Associate Agreement and to indemnify the other Party against any and all losses therefore. In the 6