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M CONEXIS huan resaurcePuF longer than 30 days following its discovery of any incident that, in CONEXIS' reasonable determination', constitutes a Privacy Breach of Unsecured PHI. CONEXIS shall provide such notice to the Plan's designated representative in accordance with 45 CFR 164.410 of the Breach Notification Rules, subject to the law enforcement delay set forth in 45 CFR 164.412. In addition, CONEXIS may, in its sole discretion, provide any of the following notices of any incident that constitutes a Privacy Breach for which CONEXIS is required to provide notice to the Plan's designated representative as set forth herein: (i) notice to affected individuals, including any substitute notice as necessary in accordance with 45 CFR 164.404 (ii) if required (and the to the extent permitted under applicable law), immediate notice to the Secretary of the Department of Health and Human Services ("HHS"), including maintaining a log or other documentation of Privacy Breaches to be provided to the Secretary on an annual basis in accordance with 45 CFR 164.408 and (iii) if required, notice to a media outlet in accordance with 45 CFR 164.406. (h) Notice to Plan and Employer. (i) Immediately following execution of this Addendum, Employer will provide CONEXIS with written notice identifying the Plan's and the Employer's designated representative for purposes of receiving notices required by CONEXIS under this Addendum. (ii) Employer agrees to provide prompt written notice to CONEXIS of any changes to the names or positions of employees identified by Employer as a designated representative of the Employer and/or the Plan. CONEXIS shall have no duty to inquire whether the list of Designated Persons is accurate. (iii) Employer shall indemnify and hold CONEXIS, its employees, agents and Affiliates harmless for any and all liability CONEXIS may incur as a result of any improper use or disclosure of PHI by Employer or a designated representative. (i) To the extent applicable, CONEXIS, the Employer and the Plan agree to comply with the provisions of the Electronic Data Interchange Rule with respect to PHI disclosed by the parties. IV. CONEXIS acting as Agent of the Employer The following services are performed by CONEXIS as an agent of the Employer and not on behalf of the Plan: • Services that facilitate and report the enrollment and disenrollment of employees and their eligible dependents in the Plan. • Services that facilitate the payment of premiums under the Group Health Plan. The Parties acknowledge that information created or received by CONEXIS in its capacity as agent of the employer is not PHI and is not subject to the HIPAA Privacy Rule, Electronic Data Interchange Rule, and Security Rule. Any such information received by CONEXIS as agent of the employer shall be deemed confidential information subject to the terms and conditions of confidentiality set forth in the Agreement. V. Term/Termination (a) Term. This Addendum shall continue until the Agreement is terminated or as set forth herein. (b) Termination for Cause. Upon a Party's knowledge of a material breach of this Addendum by the other Party, the non -breaching Party shall either: (i) Provide an opportunity for the breaching Party to cure the breach within 30 days or, if longer, such other reasonable period of time, or end the violation and terminate this Addendum and, where necessary, the Agreement between the parties with respect to the services if the breaching Party does not cure the breach as set forth herein; or (ii) Immediately terminate this Addendum and, where necessary, the Agreement if the breaching Party has breached a material term of this Agreement and cure is not possible; or (ii) If neither termination nor cure is feasible, the non -breaching Party shall report the violation to the Secretary. (c) Effect of Termination. Upon termination of this Addendum, for any reason, CONEXIS shall return or destroy all PHI received from Employer and/or the Plan, or created or received by CONEXIS on behalf of the Plan, except to the extent determined infeasible as set forth herein. This provision shall also apply to PHI that is in the possession of subcontractors or agents of CONEXIS. In the event that CONEXIS reasonably determines that returning or destroying the PHI is infeasible, CONEXIS shall provide of the conditions that make return or destruction infeasible. In the event that CONEXIS determines that return or destruction of the PHI is infeasible, CONEXIS will continue to extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible. r (� r Client Initials Direct Client Services Agreement 12 V9.0-040111