/Docs/G/MI-Business-Associate-Agt-CmA/0.md
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Covered Entity shall indemnify, defend and hold Business Associate harmless Business Associate and its owners, officers, employees, subcontractors and agents, from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses, including counsel's fees and expenses, as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom that (a) Business Associate incurs as a result of having performed services on behalf of Covered Entity under the Underlying Agreement or this Agreement or (b) arise from or based upon any violation of this Agreement and/or HIPAA by Covered Entity or any of its owners, officers, employees, subcontractors or agents. This Section 7.2 of the Agreement shall survive the termination or expiration of the Underlying Agreement or the Agreement.