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3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as Business Associate retains the protected health information; 4. Not use or disclose the protected health information retained by Business Associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at above under "Permitted Uses and Disclosures By Business Associate" which applied prior to termination; and 5. Return to Covered Entity or, if agreed to by Covered Entity, destroy the protected health information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. C. The obligations of Business Associate under this Section shall survive the termination of this Agreement. VII. Cancellation This Agreement may be terminated by either Party, with cause detailed in a secure fashion of certified mail or direct contact with other Party representatives, upon sixty (60) day's advance written notice. VIII. Independent Contractor The sole relationship between the Parties is that of independent contractors. This Agreement is not intended, nor shall it be construed, to create any partnership, employment, agency or joint venture relationship among the Parties. Each Party expressly disclaims, both for itself and for its employees, any entitlement to the employee benefits of each other Party. IX. Indemnity Each Party (for purposes of this sentence, "Indemnitor") shall indemnify and hold harmless each other Party, and their respective officers, employees, agents and representatives (for purposes of this sentence, collectively, "Indemnitee" from and against any and all losses, damages, liabilities, costs and expenses of my kind or nature whatsoever (including reasonable attorneys' fees, costs and expenses) incurred by Indemnitee as a result of (a) the breach by Indemnitor or any employee, agent or contractor of Indemnitor of the terms of this Agreement including any breaches of confidentiality, or (b) the intentional or negligent acts or omissions of Indemnitor or any employee, agent or contractor of Indemnitor. This Section and the rights and obligations of the Parties under this Section will survive the termination or expiration of this Agreement and will continue until the later of (i) three years after termination or expiration of this Agreement and (ii) the expiration of any applicable statute of limitations. X. Insurance Medris shall obtain and maintain in force throughout the duration of this Agreement general liability insurance coverage for at least $1,000,000 for any one occurrence and $2,000,000 in the aggregate annually, as well as automobile Liability insurance coverage for at least $1,000,000 for any one occurrence. Attachment number 1 \n F-4 Page 60