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<br />6. Tenn and Termination
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<br />(a) Tenn. The Term of this Agreement shall be effective as of the effective date of the Agreement for
<br />Service between ProcessWorks, Inc. and Employer, and shall terminate when all oftbe Protected
<br />Health Information provided by Covered Entity 10 Business Associate, or created or received by
<br />Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if
<br />it is infeasible to return or destroy Protected Health Information, protections are extended to such
<br />information, in accordance with the termination provisions in this Section.
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<br />(b) TenninationfoT Cause. Without limiting the termination rights of the parties pursuant to the
<br />contract between Employer and ProcessWorks, Inc., to provide the Plan (the "Contract"), and
<br />upon Covered Entity's knowledge of a material breach by Business Associate of a provision under
<br />this Agreement, Covered Entity shall provide an opportunity for Business Associate to cure the
<br />breach or end the violation and terminate the Contract if Business Associate does not cure the
<br />breach or end the violation within a reasonable time to be agreed upon by the Covered Entity and
<br />Business Associate, or immediately terminate the Contract if Business Associate has breached a
<br />material term of this Agreement and cure is not possible. If neither termination nor cure is feasible,
<br />Covered Entity shall report the violation to the Secretary.
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<br />(c) Effect of Termination.
<br />1. Except as provided in paragraph (b) of this section, upon termination of this Agreement,
<br />fm:.~J!X re, as, ,on, Business Associate shall return o~ d,~w>X all. P,'"wected HealtlJJp, fO, rmati"on
<br />~lv~m,' .Cove~~ EntItY.' ~~reated or recel;ee1'1IY :USlI~,' ~~ss~late Olb~~aIfO, .f,
<br />~~~r.','~,',' '\1e~'pf,"~, ~' ~fP~~I' ,'e~" ", J 'e"fPfJ5!P'~,i',,~.:i;q~
<br />p6~esslOn' su on. )rs"i>l gents ..~~ ~ ..... ,'" i:(lDu~Jlll'Asse"'ate on'lfl
<br />", . ~ ~ In~f.m.a~;';.J, -,," ~t:~ ~;J" {/f( ~ ~ ~~
<br />re n no c0J;11es "ef'.' ,tecti 1. e jfr~~l;;'UPrw W' ~ ;~Tf t.;1 ..-!.i',~ <h~ "t?
<br />2. rn~ evenlof B~'Mess A~cia 'e-a~ne;tIfat returnfug ~t'll~strdhng me Pt6tliaea
<br />Health Information is infeasible, Business Associate shall provide to Covered Entity
<br />l~ I i (1 i tp mcl~0'fP{rth!:l~ct(ti~~ifW~ffturn or destruction infeasible. Upon notification
<br />, , ....'!, l~.'thl.t'ietiIirl or UeittMtioi!'Of'ETot!CteU Htalth Information is infeasible, Business Associate
<br />shall extend the protections of this Agreement to such Protected Health Information and
<br />limit further uses and disclosures of such Protected Health Information to those purposes
<br />that make the return and desttuction infeasible, for as long as Business Associate
<br />maintains such Protected Health Information.
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<br />7. Misce1laneous
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<br /><a) Regulatory References. A reference in this Agreement to a section in the Privacy, Standards for
<br />Electronic Transactions, or Security Rule means the section as in effect or as amended, and for which
<br />compliance is re1juired.
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<br />(b) Amendment. Upon the enactment of any law or regulation affecting the use or disclosure of Protected
<br />Health Information, or the publication of any decision of a court of the United States or any state relating
<br />to any such law or the publication of any interpretive policy or opinion of any governmental agency
<br />charged with the enforcement of any such law or regulation, either party may, by written notice to the
<br />other party, amend the Contract and this Agreement in such manner as such party determines necessary
<br />to comply with such law or regulation. If the 000 party disagrees with such Amendment, it shall so
<br />notify the first party in writing within thirty (30) days of the notice. If the parties are unable to agree on
<br />an Amendment within thirty (30) days thereafter, then either of the parties may terminate the Contract
<br />on thirty (30) days written notice to the other party.
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<br />(c) Survival. The respective rights and obligations of Business Associate under Section 6.0 of this
<br />Agreement shall survive the termination of this Agreement.
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