/Docs/G/MI-Business-Associate-Agt-CmA/0.md
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Notwithstanding any other provision under the Agreement, and in accordance with HIPAA, each Party agrees that this Agreement may be terminated by the other Party without penalty should the Party reasonably determine that the other Party has materially breached an obligation under HIPAA and that continued performance of the Party's obligations under the Underlying Agreement and/or this Agreement would constitute further violation of HIPAA; provided, however, that the Party alleging a material breach must provide the other Party (i) with ten (10) days written notice of the existence of an alleged material breach and (ii) afford the Party an opportunity to cure said alleged material breach upon mutually agreeable terms. Nonetheless, in the event that mutually agreeable terms cannot be achieved within thirty (30) days, the breaching Party must cure said breach to the reasonable satisfaction of the other Party within ten (10) days following the expiration of the thirty (30) day negotiation period. Failure to cure in the manner set forth in this paragraph is grounds for the immediate termination of this Agreement. Alternatively, Covered Entity may give written notice to Business Associate in the event of a breach and give Business Associate five (5) business days to cure such breach