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5.2. Termination by Company. Upon Company's knowledge of a material breach or violation of <br />this BAA by TriZetto, Company may either: (i) provide an opportunity for TriZetto to cure the breach <br />or end the violation within the time reasonably specified by Company, or (ii) immediately terminate <br />this BAA and the Services Agreement if cure is not possible. <br />5.3. Termination by TriZetto. Upon TriZetto's knowledge of a material breach by Company of <br />this BAA, TriZetto may either: (i) provide an opportunity for Company to cure the breach or end the <br />violation within the time reasonably specified by TriZetto, or (ii) immediately terminate this BAA and <br />the Services Agreement if cure is not possible. <br />5.4. Effect of Termination. Within 90 days after the termination of this BAA, TriZetto shall return <br />to Company or destroy all PHI in its possession and retain no copies, if it is feasible to do so. Any PHI <br />destroyed by TriZetto in accordance with this BAA shall, to the extent practicable, comply with <br />guidance for the destruction of PHI issued by the Secretary from time to time. If return or destruction <br />is infeasible, TriZetto shall extend all protections contained in this BAA to TriZetto's use or disclosure <br />of any retained PHI, and shall limit any further uses or disclosures to those purposes that make the <br />return or destruction of the PHI infeasible. The obligations of TriZetto under this Section 5.4 shall <br />survive the termination of this BAA. <br />6. Miscellaneous. <br />6.1. Injunctive Relief. Notwithstanding any other provision of this BAA, Company retains its <br />rights to seek injunctive relief to prevent or stop the unauthorized use or disclosure of PHI by <br />TriZetto or any third party that received PHI from TriZetto. <br />6.2 Indemnification by TriZetto. If an unaffiliated third party brings a claim against Company <br />or any of its officers, agents or employees because TriZetto or any of its officers, agents or employees <br />used or disclosed PHI in violation of this BAA, then TriZetto shall defend the claim and shall pay all <br />defense costs, any settlement amount negotiated by TriZetto, and all damages awarded by a court, or <br />a government agency with appropriate authority, after all appeals have concluded. <br />6.3 Indemnification by Company. If an unaffiliated third party brings a claim against TriZetto <br />or any of its officers, agents or employees because Company or any of its officers, agents or employees <br />used or disclosed PHI in violation of this BAA, then Company shall defend the claim and shall pay all <br />defense costs, any settlement amount negotiated by Company, and all damages awarded by a court, <br />or a government agency with appropriate authority, after all appeals have concluded. <br />6.4 Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the <br />section as in effect or as amended. <br />6.5 Amendment. If the HIPAA Rules are amended in a manner that materially changes the <br />obligations of Company or TriZetto under this BAA, or any of TriZetto's contractors or agents that are <br />subject to the terms that flow from this BAA, the Parties agree to negotiate in good faith to amend <br />this BAA, and if applicable the Services Agreement, to comply with the requirements of the HIPAA <br />Rules and any applicable law. <br />6.6 Interpretation. Any ambiguity in this BAA shall be resolved in favor of a meaning that <br />permits the Parties to comply with the HIPAA Rules. <br />TPS BAA 4 <br />Posted/Revised: 05232017 TRIZETTO CONFIDENTIAL/TRADE SECRET <br />