Agreements - Business Associate and Confidentiality for HIPAA Compliance and Confidential Data Transfer, Maintenance & Disclosure for SBFD - enFocus

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fees, that are incurred by or awarded against the Indemnified Party (collectively, "Losses"), arising out of any third -party claim alleging: (a) breach or non -fulfillment of this BAA by the Indemnifying Party; (b) any negligent or more culpable act or omission of the Indemnifying Party in connection with the performance of its obligations under this BAA; or (c) any failure by the Indemnifying Party to comply with any applicable federal, state, or local laws or regulations in the performance of its obligations under this BAA. Notwithstanding anything to the contrary in this BAA, the Indemnifying Party is not obligated to indemnify, defend, or hold harmless the Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from the Indemnified Party's: (i) negligence or more culpable act or omission (including recklessness or willful misconduct); or (ii) bad faith failure to comply with any of the material obligations set forth in this BAA. The Parties further agree that nothing in this Section 6 shall limit any rights the Indemnified Party may have to additional remedies under the Underlying Agreements or under applicable law. 7. Term and Termination. 7.1 This BAA shall be in effect as of the Effective Date, and shall terminate on the earlier of the date that: (a) Either Party terminates for cause as authorized under Section 7.2. (b) All of the PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity. If it is not feasible to return or destroy PHI, protections are extended in accordance with Section 7.3. 7.2 Upon either Party's knowledge of material breach by the other Party, the non - breaching Party shall provide an opportunity for the breaching Party to cure the breach or end the violation; or terminate the BAA. If the breaching Party does not cure the breach or end the violation within a reasonable timeframe not to exceed thirty (30) days from the notification of the breach, or if a material term of the BAA has been breached and a cure is not possible, the non -breaching Party may terminate this BAA and any one or more of the Underlying Agreements, upon written notice to the other Party. 7.3 Upon termination of this BAA for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: (a) Retain only that PHI that is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities. 2