Vera Whole Health 6/7/2019 - Laserfiche WebLink

V. TERM AND TERMINATION 5.1 Term and Termination. The term of this Agreement shall be perpetual unless terminated as a part of a termination of the services that necessitated this Agreement. Either party shall have the right to terminate this Agreement if the other party is in material breach or violation of its obligations regarding PHI under this Agreement or law. In the event that the breach cannot be cured and both parties determine that termination is not feasible,the non-breaching party may report such breach to the Secretary. Business Associate's obligations under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 5.2, and 6.3 of this Agreement shall survive the termination or expiration of this Agreement. 5.2 Disposition of PHI Upon Termination or Expiration. Upon termination or expiration of this Agreement and/or the termination of services, Business Associate will,return or destroy, all PHI in the possession or control of Business Associate or its agents and subcontractors. However, if Business Associate and Covered Entity determine that neither return nor destruction of PHI is feasible, Business Associate may retain PHI provided that Business Associate (a) continues to comply with the provisions of this Agreement for as long as it retains PHI,and (b) limits further Uses and Disclosures of PHI to those purposes that make the return or destruction of PHI infeasible. VI. GENERAL TERMS 6.1 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. 6.2 Relationship to Agreement Provisions. In the event that a provision of this Agreement is contrary to any agreement the parties enter into regarding the services performed by Business Associate,the provisions of this Agreement shall control. Otherwise, this Agreement shall be construed under, and in accordance with,the terms of an agreement that may be entered into from time to time. 6.3 Indemnification. Business Associate will indemnify, hold harmless and defend Covered Entity from and against any and all claims, losses, liabilities,reasonable costs, and other expenses incurred as a result or arising directly or indirectly out of or in connection with (a) material breach or non-fulfillment of any undertaking on the part of Business Associate under this Agreement; (b) any claims, demands, awards,judgments, actions and proceedings made by any person or organization, arising out of Business Associate's obligations under this Agreement; and(c) an unauthorized disclosure of unsecured PHI caused by Business Associate or its subcontractors. Covered Entity will indemnify, hold harmless and defend Business Associate from and against any and all claims, losses, liabilities, reasonable costs, and other expenses incurred as a result or arising directly or indirectly out of or in connection with(a)material breach on the part of Covered Entity under this Agreement; (b) any claims, demands, awards, judgments, actions and proceedings made by any person or organization,arising out of Covered Entity's obligations under Schedule 4, Page 5