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Agreement #ZO02306005 <br />12.13. Breach; Termination; Mitigation. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach <br />or violation of Business Associate's obligations under this Section 12, Covered Entity and Business Associate shall take any steps reasonably necessary to cure <br />such breach and make Business Associate comply, and, if such steps are unsuccessful, Covered Entity may terminate this ASP Agreement. Business Associate <br />shall take reasonable actions available to it to mitigate any detrimental effects of such violation or failure to comply. <br />12.14. Return of PHI. Business Associate agrees that upon termination of this ASP Agreement, and if feasible, Business Associate shall (a) return or destroy <br />all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to <br />maintain in any form or manner and retain no copies of such information or, (b) if such return or destruction is not feasible, immediately notify Covered Entity <br />of the reasons return or destruction are not feasible, and extend indefinitely the protection of this Section 12 to such PHI and limit further uses and disclosures <br />to those purposes that make the return or destruction of the PHI not feasible. <br />12.15. De -identified Health Information. Business Associate may de -identify any and all PHI and may create a "Limited Data Set" in accordance with 45 <br />C.F.R. § 164.514(b) & (e). Covered Entity acknowledges and agrees that de -identified information is not PHI and that Business Associate may use such de - <br />identified information for any purpose not prohibited by HIPAA. Use or disclosure of a Limited Data Set must comply with 45 CFR 164.514(e). <br />12.16. Survival. All representations, covenants, and agreements in or under this Section 12 shall survive the execution, delivery, and performance of this ASP <br />Agreement. <br />12.17. Further Assurances; Conflicts. Each party shall in good faith execute, acknowledge or verify, and deliver any and all documents which may from time <br />to time be reasonably requested by the other party to carry out the purpose and intent of this Section 12. The terms and conditions of this Section 12 will <br />override and control any expressly conflicting term or condition of the Master Agreement. All non -conflicting terms and conditions of the Master Agreement <br />shall remain in full force and effect. Any ambiguity shall be resolved in a manner that will permit Covered Entity to comply with HIPAA. For the avoidance <br />of doubt, a limitation on liability in the Master Agreement does not conflict with this Section 12. <br />12.18. Applicable Law. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HIPAA may <br />be issued after the date of the execution of this ASP Agreement and may affect the parties' obligations hereunder. The parties agree to take such action as is <br />necessary to amend this ASP Agreement from time in order as is necessary for Covered Entity to comply with HIPAA. <br />V3.2 (02-23-2024)-FMV Page 14 of 17 <br />Page180 <br />