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`CON EXIS human resourceful" 4.2.4 acknowledges and agrees that CONEXIS is not bound by any such limitations or restrictions identified above to the extent such restrictions are not otherwise required by the Privacy Rules and CONEXIS has not consented to such limitations or restrictions in advance. CONEXIS agrees not to unreasonably withhold consent. 4.3 Client shall not request CONEXIS to use or disclose PHI in any manner that would not be permissible under the Privacy Rules if done by the Plan or as otherwise permitted by this Schedule. SECTION 5.0 TERM AND TERMINATION 5.1 This Schedule shall be effective as of the date of the Agreement and shall terminate as of the earlier of the following occurs: 5.1.1 The Agreement terminates; 5.1.2 CONEXIS' services on behalf of the Plan are terminated; and 5.1.3 The date either Party terminates for cause as authorized in Section 5.2. 5.2 A Party may terminate this Schedule if a Party determines the other Party has violated a material term of the Schedule and such breach has not been cured by the breaching Party within a reasonable period of time, not to exceed thirty (30) days. 5.3 Upon termination of this Schedule for any reason, CONEXIS may: 5.3.1 retain only that PHI which is necessary for CONEXIS to continue its proper management and administration or to carry out its legal responsibilities; 5.3.2 return to Plan or, if agreed to by Plan, destroy the remaining PHI that that CONEXIS still maintains in any form; 5.3.3 continue to use appropriate safeguards and comply with the Security Rule to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as CONEXIS retains the PHI; 5.3.4 not use or disclose the PHI retained by CONEXIS other than for the purposes for which such PHI was retained and subject to the same conditions set out herein which applied prior to termination; and 5.3.5 return to Plan or, if agreed to by Plan, destroy the PHI retained by CONEXIS when it is no longer needed by CONEXIS for its proper management and administration or to carry out its legal responsibilities. 5.4 The obligations prescribed in this Section shall survive the termination of this Schedule. SECTION 6.0 MISCELLANEOUS 6.1 A reference in this Agreement to a section in the Privacy or Security Rules means the section as in effect or as amended. Direct Client Services Agreement 13 V10.0-050114