/Docs/G/MI-Business-Associate-Agt-CmA/0.md
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TERM AND TERMINATION.
  1. Term.
    This Agreement shall be in effect as of the Effective Date and shall terminate on the earlier of the date that:
    1. Either Party terminates for cause as authorized under Section 6.2.
    2. All PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity. If it is determined, to be infeasible to return or destroy PHI, protections are extended to such information in accordance with Section 6.3.
  2. Termination for Cause.
    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
  3. Obligations of Business Associate Upon Termination.
    Upon termination of this Agreement for any reason, Business Associate shall:
    1. Return or Destruction of Protected Health Information upon Termination. Upon the termination of this Agreement, unless otherwise directed by Covered Entity, Business Associate shall either return or destroy all PHI received from the Covered Entity or created or received by Business Associate on behalf of the Covered Entity in which Business Associate maintains in any form. Business Associate shall not retain any copies of such PHI. Notwithstanding the foregoing, in the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible upon termination of this Agreement, Business Associate shall provide to Covered Entity notification of the condition that makes return or destruction infeasible. To the extent that it is not feasible for Business Associate tore turn or destroy such PHI, the terms and provisions of this Agreement shall survive such termination or expiration and such PHI shall be used or disclosed solely as permitted by law for so long as Business Associate maintains such Protected Health Information;
    2. Retain only that PHI that is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
    3. Return to Covered Entity or, if agreed to by Covered Entity in writing, destroy the remaining PHI that the Business Associate still maintains in any form;
    4. Return to Covered Entity or destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities;
    5. Should the return or destruction of the PHI be determined by Business Associate, in its sole discretion, to be infeasible, the Parties hereby agree that the terms of this Agreement shall extend to such PHI until otherwise indicated by Covered Entity, and any further use or disclosure of the PHI by Business Associate shall be limited to that purpose which renders the return or destruction of the PHI infeasible.
  4. Survival.
    This Article 6 of the Agreement shall survive the termination or expiration of the Underlying Agreement or the Agreement.