Business Associate Agreement & Data Services Agreement - SEMMA Health, Inc.

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Associate on behalf of Covered Entity, and shall retain no copies of the PHI except as required by the Agreement. 2. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. V. MISCELLANEOUS A. Amendment: The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the parties to comply with the HIPAA Rules. B. Survival: The respective rights and obligations of Business Associate under Section IV(C) of this Agreement shall survive the termination of this Agreement. C. Governing Law: This Agreement shall be construed, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws of the State of Indiana. D. Titles and Headings: Titles and headings to sections herein are for purposes of reference only, and shall in no way limit, define, or otherwise affect the provisions herein. E. Entire Agreement: This Agreement, including any exhibits presently or subsequently attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior agreements, whether written or oral, between the parties and the subject matter hereto. F. No Third Party Rights: The parties agree that it is their specific intention to create no third party rights by virtue of this Agreement. G. No Third Party Beneficiaries: Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate, and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. H. Independent Contractors: The parties are and shall be independent contractors to one another, and nothing in this Agreement shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Except as expressly provided herein, neither party shall be liable for any debts, accounts, obligations, or other liabilities of the other party.