Common use of TERM, TERMINATION AND DAMAGES Clause in Contracts

TERM, TERMINATION AND DAMAGES. A. This BAA is effective as of the Effective Date and terminates when Business Associate and its Subcontractors no longer have access to PHI, and when all of the PHI in Business Associate’s possession, inclusive of PHI in the possession of Business Associate’s Subcontractors, has been returned or destroyed, unless earlier terminated in accordance with Sections IV(B) through (C) of this BAA. B. Upon Covered Entity’s determination of a breach of a material term of this BAA by Business Associate, Covered Entity may terminate this BAA. As of the Compliance Date of 45 C.F.R. § 164.504(e)(1)(iii), if either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of this BAA, the non-breaching party will provide notice thereof to the other party. Such notice must clearly specify the nature of the breach or violation. Each party must take reasonable steps to cure the breach or end the violation. If after 30-days or such longer time specified in writing by the non-breaching party, the non-breaching party reasonably determines that such steps are unsuccessful in curing the breach or ending the violation, the non-breaching party may terminate this BAA and the Agreement, if feasible. In the event that termination is not feasible, the non-breaching party shall report the problem to HHS. C. Except as provided below, Business Associate shall return or destroy all PHI, including all PHI in possession of its Subcontractors, immediately following the termination or expiration of this BAA. However, in the event that Business Associate is legally obligated to retain such PHI, Business Associate may do so provided that: 1. Business Associate notifies Covered Entity of such legal obligation, in writing, immediately upon Business Associate’s notice of such legal obligation, which such writing must describe in detail the legal obligation; 2. Business Associate extends all protections, limitations, and restrictions contained in this BAA to Business Associate’s Use or Disclosures of any PHI retained after termination or expiration of this BAA; 3. Business Associate limits any further Use or Disclosures solely to satisfying such legal obligation for which it has provided Covered Entity with written notice in accordance with Section IV(C)(1), above. 4. Business Associate returns or destroys all PHI when such legal obligation has been fulfilled or has concluded. D. In addition to any damages recoverable under this BAA, the parties acknowledge that certain breaches or violations of this BAA may result in litigation or investigations pursued by federal or state governmental authorities of the United States resulting in civil liability or criminal penalties. Each party shall cooperate in good faith in all respects with the other party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action, or other inquiry.

TERM, TERMINATION AND DAMAGES. A. This BAA is effective as of the effective date of the Agreement (“Effective Date and Date”)and terminates when Business Associate and its Subcontractors no longer have access to PHI, and when all of the PHI in Business Associate’s possession, inclusive of PHI in the possession of Business Associate’s Subcontractors, has been returned or destroyed, unless earlier terminated in accordance with Sections IV(B) through (C) of this BAA. B. Upon Covered Entity’s determination of a breach of a material term of this BAA by Business Associate, Covered Entity may terminate this BAA. As of the Compliance Date of 45 C.F.R. 42 U.S.C. § 164.504(e)(1)(iii)17934(b) and its implementing regulations, if either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of this BAA, the non-breaching party will provide notice thereof to the other party. Such notice must clearly specify the nature of the breach or violation. Each party must take reasonable steps to cure the breach or end the violation. If after 30-days or such longer time specified in writing by the non-breaching party, the non-breaching party reasonably determines that such steps are unsuccessful in curing the breach or ending the violation, the non-breaching party may terminate this BAA and the Agreement, if feasible. In the event that termination is not feasible, the non-breaching party shall report the problem to HHS. C. Except as provided in the Agreement or as provided below, Business Associate shall shall, if feasible to do so, return or destroy all PHI, including all PHI in possession of its Subcontractors, immediately within 30 days following the termination or expiration of this BAA. HoweverIn any case that Business Associate believes return or destruction of PHI is not feasible, Business Associate will notify Covered Entity in writing of the reasons return or destruction is not feasible. If Covered Entity agrees, Business Associate will extend any and all protections, limitations, and restrictions contained in this BAA to Business Associate’s use and/or disclosures of any such PHI retained after the termination or expiration of this BAA and will limit any further uses and/or disclosures solely to the purposes that make return or destruction of the PHI infeasible. If, following discussion between the parties, Covered Entity disagrees on the basis of good faith and the exercise of reasonable business judgment, Business Associate will return or destroy PHI within 30-days of Covered Entity’s determination. In addition, in the event that Business Associate is legally obligated to retain such PHI, Business Associate may do so provided that: 1. Business Associate notifies Covered Entity of such legal obligation, in writing, immediately upon Business Associate’s notice of such legal obligation, which such writing must describe in detail the legal obligation; 2. Business Associate extends all protections, limitations, and restrictions contained in this BAA to Business Associate’s Use or Disclosures of any PHI retained after termination or expiration of this BAA; 3. Business Associate limits any further Use or Disclosures solely to satisfying such legal obligation for which it has provided Covered Entity with written notice in accordance with Section IV(C)(1IV(C)(l), above. 4. Business Associate returns or destroys all PHI when such legal obligation has been fulfilled or has concluded. D. In addition to any damages recoverable under this BAA, the parties acknowledge that certain breaches or violations of this BAA may result in litigation or investigations pursued by federal or state governmental authorities of the United States resulting in civil liability or criminal penalties. Each party shall cooperate in good faith in all respects with the other party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action, or other inquiry.

TERM, TERMINATION AND DAMAGES. A. This BAA is effective as of the effective date of the Agreement (“Effective Date Date”) and terminates when Business Associate and its Subcontractors no longer have access to PHI, and when all of the PHI in Business Associate’s possession, inclusive of PHI in the possession of Business Associate’s Subcontractors, has been returned or destroyed, unless earlier terminated in accordance with Sections IV(B) through (C) of this BAA. B. Upon Covered Entity’s determination of a breach of a material term of this BAA by Business Associate, Covered Entity may terminate this BAA. As of the Compliance Date of 45 C.F.R. 42 U.S.C. § 164.504(e)(1)(iii)17934(b) and its implementing regulations, if either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of this BAA, the non-breaching party will provide notice thereof to the other party. Such notice must clearly specify the nature of the breach or violation. Each party must take reasonable steps to cure the breach or end the violation. If after 30-days or such longer time specified in writing by the non-breaching party, the non-breaching party reasonably determines that such steps are unsuccessful in curing the breach or ending the violation, the non-breaching party may terminate this BAA and the Agreement, if feasible. In the event that termination is not feasible, the non-breaching party shall report the problem to HHS. C. Except as provided in the Agreement or as provided below, Business Associate shall shall, if feasible to do so, return or destroy all PHI, including all PHI in possession of its Subcontractors, immediately within 30 days following the termination or expiration of this BAA. HoweverIn any case that Business Associate believes return or destruction of PHI is not feasible, Business Associate will notify Covered Entity in writing of the reasons return or destruction is not feasible. If Covered Entity agrees, Business Associate will extend any and all protections, limitations, and restrictions contained in this BAA to Business Associate’s use and/or disclosures of any such PHI retained after the termination or expiration of this BAA and will limit any further uses and/or disclosures solely to the purposes that make return or destruction of the PHI infeasible. If, following discussion between the parties, Covered Entity disagrees on the basis of good faith and the exercise of reasonable business judgment, Business Associate will return or destroy PHI within 30-days of Covered Entity’s determination. In addition, in the event that Business Associate is legally obligated to retain such PHI, Business Associate may do so provided that: 1. Business Associate notifies Covered Entity of such legal obligation, in writing, immediately upon Business Associate’s notice of such legal obligation, which such writing must describe in detail the legal obligation; 2. Business Associate extends all protections, limitations, and restrictions contained in this BAA to Business Associate’s Use or Disclosures of any PHI retained after termination or expiration of this BAA; 3. Business Associate limits any further Use or Disclosures solely to satisfying such legal obligation for which it has provided Covered Entity with written notice in accordance with Section IV(C)(1IV(C)(l), above. 4. Business Associate returns or destroys all PHI when such legal obligation has been fulfilled or has concluded. D. In addition to any damages recoverable under this BAA, the parties acknowledge that certain breaches or violations of this BAA may result in litigation or investigations pursued by federal or state governmental authorities of the United States resulting in civil liability or criminal penalties. Each party shall cooperate in good faith in all respects with the other party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action, or other inquiry.