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Regulatory References
Any reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended.
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Indemnification
Business Associate will indemnify, hold harmless and defend You from and against any and all claims, losses, liabilities, costs, and other expenses to the extent incurred as a result or arising directly out of or in connection with (a) any misrepresentation, breach or non-fulfillment of any undertaking directly attributable to Business Associate under this BAA; (b) any claims, demands, awards, judgments, actions and proceedings made by any person or organization, directly attributable to any violation by Business Associate of its obligations under this BAA; and (c) any enforcement or other action directly attributable to any violation by Business Associate of its obligations under this BAA; provided, however, that Business Associate has no responsibility to indemnify You if the claims, losses, liabilities, costs, or other expenses were caused by any party other than Business Associate or its contractors/agents.
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You will indemnify, hold harmless and defend Business Associate from and against any and all claims, losses, liabilities, costs, and other expenses incurred as a result or arising directly out of or in connection with (a) any misrepresentation, breach or non-fulfillment of any undertaking by You or any party other than Business Associate under this BAA; (b) any claims, demands, awards, judgments, actions and proceedings made by any person or organization, arising out of or in any way not connected with Business Associate’s obligations under this BAA; and (c) any enforcement or other action arising from obligations of You or any party other than Business Associate under this BAA; provided, however, that You have no responsibility to indemnify Business Associate to the extent the claims, losses, liabilities, costs, or other expenses were caused by Business Associate.
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Survival
The respective rights and obligations of Business Associate and You under Sections 6(c) and 7(b) shall survive the termination of this BAA.
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Interpretation; Conflict
Any ambiguity in this BAA shall be resolved to permit compliance with the HIPAA Rules amended from time to time. In addition, to the extent this BAA, only as it relates to the HIPAA Rules and ePHI, is inconsistent with the provision of Services, the terms of this BAA shall govern. To the extent provision of Services conflicts with the terms of this BAA unrelated to the HIPAA Rules and ePHI, the provision of Services shall govern. All provision of Services not in conflict with this BAA remain in full force and effect.
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No Third-Party Beneficiaries
This BAA is entered into by You and Business Associate solely for their benefits. The Parties have not created or established any third-party beneficiary status or rights in any person or entity not a party hereto including, but not limited to, any individual, provider, subcontractor, or other third-party, and no such third-party will have any right to enforce or enjoy any benefit created or established under this BAA.
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Force Majeure
The obligations of any party under this BAA will be suspended for the duration of any force majeure applicable to that party. The term “force majeure” means any cause not reasonably within the control of the party claiming suspension, including, without limitation, an act of God, industrial disturbance, war, riot, civil commotion, weather-related disaster, earthquake and governmental action. The party claiming suspension under this Section will take reasonable steps to resume performance as soon as possible without incurring unreasonably excessive costs.
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Entire BAA; Amendments; Facsimile
This BAA including any riders, attachments or amendments hereto, constitutes the entire agreement among the parties with respect to the Privacy Rule. This BAA supersedes any prior agreement or understandings pertaining to the services provided hereunder, whether oral or written. Business Associate reserves the right to amend the terms of the BAA as deemed necessary to comply with any changes or amendments to applicable laws, rules and regulations from time to time.
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Governing Law
This BAA shall be governed and construed under the Federal laws and shall have jurisdiction in the State of New Jersey.
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Assignment and Delegation
No Party may assign its rights or duties under this BAA without the prior written consent of the other which shall not be unreasonably withheld.
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Waiver
A waiver of a breach or default under this BAA is not a waiver of any other or subsequent breach or default. A failure or delay in enforcing compliance with any term or condition of this BAA does not constitute a waiver of such term or condition unless it is expressly waived in writing.