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BMI Audit Services <br /> of such violation is possible,not later than five(5)business days following <br /> Business Associate's request, the Parties shall meet (in person or by <br /> telephone) to discuss Business Associate's concerns. Following such <br /> meeting, Covered Entity shall advise Business Associate whether it agrees <br /> or disagrees with Business Associate's concerns. If Covered Entity agrees <br /> with Business Associate's concerns, not later than five (5) business days <br /> after such meeting, Covered Entity shall propose to Business Associate a <br /> course of action to address Business Associate's concerns (a "Corrective <br /> Plan") and, if necessary, the Parties thereafter shall engage in good faith <br /> discussions in an effort to reach agreement on the terms of the Corrective <br /> Plan. If Covered Entity materially fails to implement the terms of the <br /> mutually agreed Corrective Plan, then, in addition to any other rights and <br /> remedies that may be available to Business Associate, upon written notice <br /> to Covered Entity, Business Associate shall have the right to terminate the <br /> Agreement in its entirety. If Covered Entity disagrees with Business <br /> Associate's concerns,then the Parties will engage in good faith discussions <br /> at successively higher levels of management until the dispute has been <br /> resolved. Notwithstanding the foregoing, if the Parties are unable to reach <br /> agreement on the terms of the Corrective Plan or otherwise are unable to <br /> reach agreement with respect to Business Associate's concerns within sixty <br /> (60) calendar days following Business Associate's initial request for a <br /> meeting as described above, and Business Associate has determined that <br /> Covered Entity has violated a material term of any of the requirements set <br /> forth in this Agreement then, upon written notice to Covered Entity, <br /> Business Associate shall have the right to terminate the Agreement in its <br /> entirety. <br /> (b) No Opportunity to Cure: Termination. If Covered Entity notifies <br /> Business Associate, or Business Associate otherwise has reason to believe, <br /> that Covered Entity has violated a material term of any of the requirements <br /> set forth in this Agreement and the Business Associate believes that a cure <br /> of such violation is not possible,then Business Associate shall have the right <br /> upon written notice to Covered Entity to terminate the Agreement in its <br /> entirety. If Business Associate determines that the termination of the <br /> Agreement is not feasible, it shall report the violation to the Secretary of <br /> Health and Human Services. <br /> 6.4 Effect of Termination. Except as provided in the following paragraph, upon termination <br /> of this Agreement for any reason,Business Associate shall return or destroy all PHI received from <br /> Covered Entity that it maintains in any form or created or received by Business Associate on behalf <br /> of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors of <br /> Business Associate. Business Associate shall retain no copies of the PHI. <br /> In the event that Business Associate determines that returning or destroying the PHI is not feasible, <br /> Business Associate shall provide to Covered Entity notification of the conditions that make return <br /> or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI <br /> is not feasible, Business Associate shall extend the protections of this Agreement to such PHI and <br /> Business Associate Agreement 9 <br />