AGREEMENT THIS MANAGEMENT AGREEMENT (the ?Agreement?) is made and entered into as of the 9th day of August 2017 (the ?Effective Date?) by and between EmpowerHMS LLC a limited liability company (?Management Company?), Surprise Valley Community Hospital and the Surprise Valley Health Care District, (?Owner?) (collectively, ?Owners?) VVITNESSETH: WHEREAS, the Owners own one hundred percent (100%) of the issued and outstanding membership interests and units in Surprise Valley Community Hospital 741 Main St, Cedarville, CA 96104 (?Hospital?) WHEREAS, it is the parties desire and intent to have the Management Company manage the day to day Operations of Owner?s Business commencing as of the Effective Date and continuing until the earlier of the termination of this Agreement in accordance with its terms. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereby agree as follows: 1) Ting. The term of this Agreement (the ?Term?) shall commence on the Effective Date and shall continue for a period of Three (3) years. This agreement shall automatically renew for successive three (3) year terms unless this Agreement is terminated by either Management Company or Owner; provided if the terminating party elects to terminate at any other time, for cause, the terminating party must deliver written notice of termination to the nonterminating party at least one hundred and twenty (120) days prior to the effective date of the termination. The non-terminating party shall have 30 days to cure any deficit and avoid termination. 2) Management. During the Term, and subject to the terms and conditions set forth herein, Management Company shall manage the day to day operations of Owner and control the Business. In so doing, Management Company will use commercially reasonably efforts to do as follows; Management Company will lease from the Health Care District certain real and personal property, including the HOSpital, and take over management and operations of the Hospital. The Health Care District will forbear lease payments for a period off-lo: less than three years, which will allow Management Company to reinvest into the necessary equipment, personnel and infrastructure of the facility. Management Company shall conduct the Business in accordance with all laws, regulations and existing contracts, Management Company will assume all AP, debt, contractual obligations, payroll. benefits, taxes, and other liabilities. Management Company will accept the assignment of the assets of the Hospital, including licenses and permits, to the extent 1 assignable by the Health Care District. Management Company will use the premises solely to Operate an acute care hospital, Long Term Care Facility, Clinic and related healthcare activities. Management Company will continue to offer all medical services that are usual and customary at an acute care hospital for the term of the lease (described below). (0) Management Company has the option, at their sole discretion, subject to the laws of the State of California, to convert the ownership status of the HOSpital License from Surprise Valley Health Care District to BmpowerHMS, or their Designee. Health Care District hereby consents to the appropriate Change of Information or Change of Ownership ?ling with both the State, and with CMS. The change of Information or Change of Ownership filing may not be made before 180 days of operation of the hospital. Health Care District agrees to provide Management Company with any and all documents, minutes, and other approvals necessary to accomplish a change of the facility licensure. notify Owner and keep Owner informed in connection with any unexpected emergency or other material change in the normal course of the Business and (ii) any governmental or third party lawsuit or investigation involving Owner or any of Owner?s assets or the Business and The Current hospital board shall sit and act as an advisory board to EmpowerHMS. The board shall meet not less than quarterly, and Empower shall keep the board apprised of the status of the hOSpital. pursue all necessary governmental consents, licenses and permits to Operate and purchase the HOSpital and the on?going Business. Owner retains the right to approve any operating decisions that would result in a material change in the operation of the Business. in order to assist Management Company in managing the Business, Owner Shall use its commercially reasonable best efforts to preserve intact Owner?s business organization and maintain satisfactory relationships with its patients, doctors and others having a business relationship with Owner, assist Management Company in obtaining, maintaining and renewing any of the Business or commercial licenses necessary to conduct the Business, and notify Management Company of and keep Management Company informed in connection with any unexpected emergency or other change in the normal course of the Business and (ii) any governmental or third party lawsuit or investigation involving Owner or Management Company or any of Owner?s assets. Owner speci?cally grants Management Company the rights to use the corporate name of Owner for all ordinary business purposes. Management Company will begin to immediately satisfy the referenced obligations, but can exercise business judgment in negotiating obligations. Management Company will facilitate an orderly transition of the operation of the Hospital, and the Health 2 Care District will reasonably c00perate in such transition. Management Company will assume operation and management of the Hospital, including legal, compliance, operational, staf?ng, credentialing and privileging, physician recruitment, strategic planning, budgeting, revenue cycle management, human resources, information systems, vendor contracting, and maintenance of equipment and facilities. Speci?cally the Health Care District will not participate in the management and operation of the Hospital, provided the Board of the Health Care District will approve such matters required by the Health Care District by?laws or state law. (1) Management Company will operate the HOSpital consistent with all requirements of licensure, CMS certification, accreditation (if applicable) and state law and federal law. Management Company will be reSponsible, at it sole cost, for obtaining any regulatory approvals to Operate the Hospital, which may be required under state and federal law. Management Company will be responsible for all operating and capital needs of the Hospital going forward. Management Company will not incur any liability or debt in the name of the Health Care District or in the name of the County without speci?c written consent. (o)The Health Care District will lease to Management Company all the real estate as described attached hereto as Attachment any improvements situated thereon and all equipment, furnishings, supplies and items of tangible and intangible personal property associated therewith pursuant to a lease with a term of Three years. The Health Care District will continue to be the beneficiary of all current tax revenues. Management Company will have no claim whatsoever with respect to tax revenues. Revenues collected by the District may be spent on HOSpital and Healthcare related services, pursuant to the District guidelines. It is contemplated that Management Company will provide reports to the Health Care District detailing, among other items, financial status, AP status, quality of care issues, community health needs, or any other information significant to the successful operation of the Hospital. Agreement to lndemnify. In consideration of Management Company and its affiliates, agree to indemnify without limitation, The Surprise Valley Health Care District to the fullest extent permitted by law, against all losses, liabilities, damages, claims, causes of action, suits, fees or costs, including reasonable attorney?s fees, brought against or incurred by the Indemni?ed Party arising out of the Management Company?s management of the hOSpital. The foregoing agreement by lndemnitors to indemnify Indemnified Party hereunder will be in effect until the Hospital License is no longer owned by The Surprise Valley Healthcare District. Lt.) 3) Expenses. Management Company shall be responsible for all Accounts Payable, including all Salaries, and payments and other operating expenses and costs necessary or in connection with the operation of the Hospital and Clinics after the Effective Date. 4) Capital Expenditures. For any and all Capital Expenditures made by Management Company for equipment placed at the Hospital owned by SVCH during the term of this agreement shall be considered a loan to the business, and shall remain the personal and separate property of Management Company. In the event that a change of licensure status pursuant to paragraph 2 (C) does not take place, then Management Company and SVCH agree to negotiate in good faith for the return of the equipment or for SVCH to purchase the equipment. In the event that SVCH files Bankruptcy, no Management Company equipment shall be listed as property of the hospital. 5) Revenues. In consideration for management services provided by Management Company and the obligations of Management Company as set forth in the Agreement, during the Term, Owner shall assign to Management Company any and all Accounts Receivable. Owners assigns to Management Company, any and all gross revenues earned by Owner in connection with the Business. All gross revenues shall be paid, transferred and assigned to Management Company at such time as they are received. If any such gross revenues earned during the Term are paid to Owner after the expiration of the Term, Owner shall immediately pay an amount equal to such gross revenues received by Owner to Management Company if such amount has not been previously paid to Management Company. In the event Owner pays expenses that are not reimbursed as per Section 4, the gross revenues paid shall be less the expenses not reimbursed to Owner by Management Company. 6) Records. To the extent that the cost or value of Management Company?s services hereunder are $10,000.00 or more for a twelve (12) month period, until the expiration of four (4) years after the services are furnished under this Agreement, Management Company shall, upon request, make available to the Secretary of Health and Human Services (HHS), the Comptroller General of the United States, or any of their duly authorized representatives, all contracts, books, documents and other records of Management Company which are necessary to verify the nature and extent of the costs of Management Company?s services hereunder. Without limiting any other provision of this agreement, if Management Company carries out any of its duties under this Agreement through a subcontract with a related organization involving a value or cost of $10,000.00 or more over a twelve (12) month period, Management Company will cause the subcontract to contain a clause to the effect that, until the expiration of four (4) years after the services are furnished under the subcontract, the related organization shall, upon request, make available to the Secretary of HHS, the Comptroller General of the United States or any of their duly authorized representatives, the subcontract and the books, documents and other records of the organization which are necessary to verify the nature and extent of the costs of the related organization?s services. it is understood and agreed that this Section 6 is designed to implement Section of the Social Security Act, as amended, and the regulations promulgated thereunder. If such statutory provision and regulations shall be deemed inapplicable hereto, then the access provisions of this Section shall be deemed inoperative and without force and effect. No attorney-client, accountant?client, or other legal privilege shall be deemed to have been waived by virtue of this Agreement. 7) Representations and Warranties of Management Company. Management Company hereby represents and warrants to Owner the following: a) Corporate Organization. Management Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. b) Power and Authority. Management Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms hereof. c) Due Authorization. Management Company has taken all actions required to be taken by it under law, its organizational documents (eg. Articles of Incorporation, Bylaws, Articles of Organization, Operating Agreement, etc.) or otherwise and has obtained all approvals and consents necessary to authorize the execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated hereby except such approvals and consents the absence of which would not have a material adverse effect on the Business, Owner, or upon Management Company?s ability to perform its obligations hereunder. d) Validity. This Agreement constitutes a legal, valid and binding obligation of Management Company, enforceable in accordance with its terms except as such enforceability may be affected by any bankruptcy or insolvency laws, rules or regulations. e) No Violation. The execution and delivery of this Agreement does not contravene any provision of, or constitute a default under, any agreement, contract or other undertaking to which Management Company is subject or by which Owner is bound or any valid order of any court or any regulatory agency or other body having authority to which Management Company is subject. f) Compliance of Laws. Throughout the Term, Management Company shall comply with all applicable laws, rules and regulations in connection with the Business and the performance of its management services hereunder. 8) Representations and Warranties of Owner and SVCH. Owner and SVCH hereby represent and warrant to Management Company the following: a) Corporate Organization. Owner is duly organized, validly existing and in good standing under the laws of the State of California. b) Power and Authority. Owner has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms hereof. 0) Due Authorization. Owner and SVCH have taken all GREECE required to be taken by Owner under, its organizational documents or otherwise and obtained all approvals and consents from SVCH necessary to authorize the execution, delivery and performance of this Agreement by it and the consummation of the 5 transactions contemplated hereby, except such approvals and consents the absence of which would not have a material adverse effect on the Business, Owner, SVCH, Management Company or Management Company?s ability to perform its obligations hereunder. Owner and SVCH make no representation as to Management Company?s requirements to obtain any permits, licensing agency to enter into and perform the terms of this Agreement. (1) Validity. This Agreement constitutes a legal, valid and binding obligation of Owner and SVCH, enforceable in accordance with its terms except as such enforceability may be affected by any bankruptcy or insolvency laws, rules or regulations or any prior approval by applicable governmental entities. e) No Violation. The execution and delivery of this Agreement does not contravene any provision of, or constitute a default under, any agreement, contract or other undertaking to which Owner or SVCH is subject or by which Owner or SVCH is bound or any valid order of any court or any regulatory agency or other body having authority to which Owner is subject. f) Management Company Access. Throughout the Term, Management Company will have reasonable access to all books, records, assets and employees used by Owner in connection with the Business for use by Management Company in carrying out its responsibilities under this Agreement. g) No Participation in the Business. Except as otherwise reasonably requested by Management Company or as otherwise provided herein, neither Owner nor SVCH shall engage in the Business, and in connection therewith, neither Owner nor SVCH shall enter into any agreement, lease or commitment or amend, modify or terminate any existing agreement, lease or commitment in connection with the Business without the prior written consent of Management Company, which shall not be unreasonably withheld, conditioned, denied or delayed. Neither Owner nor any Member shall take any action, other than issuing a notice of the termination of this Agreement in accordance with the terms hereof, which prevents or materially impedes Management Company from performing its duties set forth in this Agreement. h) Licenses. Owner owns and holds all licenses and other permits and authorizations necessary for the operation of the Business as presently conducted, and Management Company shall use its commercially reasonable best efforts to maintain and keep in effect such licenses. permits and authorizations for the entire term hereof. unimpaired by any acts or omissions of Management Company or any of its princinals. employees or agents. Management Companv shall provide notice to SVCH at least thirti- Q0) days in advance of their intent to convert the ownership status of the HoSpital license p_1n*suant to paragraph 2(0) infra. 9) HIPAA. The parties acknowledge and agree that, under HIPALA, and their respective implementing regulations (collectively, they each have certain obligations concerning the privacy and security of ?protected health information" as defined by HIPAA, and they each agree to comply with all such obligations In addition, the Parties agree to comply with the requirements of the Business Associate Agreement 6 attached hereto and incorporated, herein by reference as Exhibit A, with the rights and obligations of Owner being those of the ?Covered Entity? referenced in the BAA and the rights and obligations of Management Company being those of the ?Business Associate? referenced in the BAA. 10) Miscellaneous. a) Modi?cation and Waiver. No modi?cation of any provision of this Agreement shall in any event be effective unless the same shall be in writing and executed by both parties hereto and then such modi?cation shall be effective only in the Specific instance and for the purpose for which given. b) Construction. This Agreement shall be construed in accordance with the laws of the State of Delaware. c) Headings. The headings contained in this Agreement are included for convenience only and no such heading shall in any way alter the meaning of any provision. d) Assignment. This Agreement shall not be assigned by either party hereto without the prior written approval of the other party hereto; provided, however, that Management Company may delegate its management responsibilities hereunder to an af?liate of Management Company. 6) Counterpart Signature. This Agreement may be signed in one or more counterparts, each of which shall be deemed a duplicate original, binding on the parties hereto notwithstanding that the parties are not a signatory to the original or the same counterpart. f) Entire Agreement. This Agreement together with the Purchase Agreement supersedes any prior agreements between the parties concerning Management arrangements contemplated hereunder and contains all of the terms agreed upon with respect to such arrangements. g) No Third Party Bene?ciaries. Nothing in this Agreement is intended to or shall be construed as affording or conferring any rights to any third party. h) Severability. In the event any provision contained in this Agreement is held to be invalid, illegal, or unenforceable, such holding shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. i) Legal Effect. This Agreement shall be binding and governed by California law and venue in Modoc County, upon and shall inure to the benefit of the parties hereto, their heirs, executors, personal representatives, successors, and assigns. (Signature Page Attached) IN WITNESS WHEREOF, the parties hereto have executed this Agreement UNDER SEAL as of the date and year ?rst above written. SVCH, LLC By: Name: Title: EmpowerHMS, LLC By: II Name: I rge er 2 Title: 10240111 Exhibit A ll BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (the ?Agreement?) is made and effective by and between Covered Entity and Business Associate (sometimes referred to individually as ?Party? and collectively as ?Parties?). RECITALS The Parties intend to enter into, or have entered into, an agreement(s) whereby Business Associate will provide certain services to Covered Entity (the ?Arrangement?). Pursuant to the Arrangement, Business Associate may have access to PHI (as defined below) and, as a result, may be a ?business associate? of Covered Entity as defined in the Health Insurance Portability and Accountability Act of 1996?s General Administrative Requirements, Administrative Requirements, and Privacy and Security rules in 45 CFR Parts 160, 162, and 164 (the Rule?). Hence, the Parties desire to enter into this Agreement in order to comply with HIPAA, the HIPAA Rule, and Title of Division A and Title IV of Division of the American Recovery and Reinvestment Act of 2009 which together require that a covered entity and its business associate enter into a business associate agreement that meets certain requirements. All references herein to I-IIPAA andx?or the HIPAA Rule are deemed to include all amendments to the same contained in HITECH and its implementing regulations. NOW, THEREFORE, in consideration of the Parties? continuing obligations under the Arrangement, compliance with HIPAA, the HIPAA Rule, and HITECH, the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION Except as otherwise de?ned herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Rule. shall have the same meaning as the term ?protected health information? as that term is defined in 45 CFR 160.103, and shall be limited to the PHI disclosed by Covered Entity to Business Associate and the PHI created, received, maintained, or transmitted by Business Associate for or on behalf of Covered Entity. ?Compliance Date? shall mean, in each case, the date by which compliance is required under the referenced HITECH provision and/or its implementing regulations, as applicable; provided, however, that in any case for which that date occurs prior to the Effective Date of this Agreement, the Compliance Date shall mean the Effective Date. SECTION OF BUSINESS ASSOCIATE. 902615v9 Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed in any form by Covered Entity to Business Associate, or that is created, received, maintained, or transmitted by Business Associate for or on behalf of Covered Entity, shall be subject to this Agreement. Business Associate agrees that it shall: Not use or disclose PHI other than as permitted or required by this Agreement or as required by law. Use appropriate safeguards, and comply where applicable with Subpart of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this Agreement. report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including breaches of unsecured PHI as required by 45 CFR 164.410 and any Security Incident of which it becomes aware. In accordance with 45 CFR and, if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions and conditions that apply to Business Associate with reSpect to such information. and without unreasonable delay after receiving a written request from Covered Entity, provide Covered Entity, an Individual, or the Individual?s designee (as indicated by Covered Entity) with access to PHI in a Designated Record Set in accordance with 45 CFR 164.524 (including as the same is amended by HITECH 13405(e) as of its Compliance Date). The foregoing shall not apply if Business Associate does not have PHI in a Designated Record Set. and without unreasonable delay after receiving a written request from Covered Entity, make available to Covered Entity for amendment PHI in a Designated Record Set or incorporate any amendment to PHI in a Designated Record Set of which Covered Entity informs Business Associate, in accordance with 45 CFR 164.526. The foregoing shall not apply if Business Associate does not have PHI in a Designated Record Set. Document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to provide an accounting of disclosures in accordance with 45 CFR 164.528, and and without unreasonable delay after receiving a written request from Covered Entity, provide to Covered Entity or an Individual (as indicated by Covered Entity) information required to provide an accounting of disclosures in accordance with 45 CFR 164.528. In addition, Business Associate shall make available the information required by, and otherwise comply with the applicable accounting requirements of, HITECH 13405(c), and comply with any applicable regulations issued by the Secretary, pursuant to HITECH 13405(c), concerning such accountings. Business Associate shall comply with 13405(c) and its implementing regulations as of their applicable Compliance Date. 902615v9 To the extent Business Associate is to carry out one or more of Covered Entity?s obligations under Subpart of 45 CFR Part 164, comply with the requirements of Subpart that apply to Covered Entity in the performance of such obligation(s). Make Business Associate?s internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary for purposes of the Secretary determining Covered Entity?s compliance with the Subpart of 45 CFR Part 164. Pursuant to HITECH 13405(a) and its implementing regulations as of their applicable Compliance Date, comply with an Individual?s request, made pursuant to 45 CFR to restrict disclosures of PHI about the Individual if (1) the disclosure is to a Health Plan for purposes of carrying out Payment or Health Care Operations (and is not for purposes of carrying out Treatment) and is not otherwise Required by Law and (2) the PHI pertains solely to a health care item or service for which the health care provider involved has been paid out of pocket in full. I With respect to the use, disclosure, or request of PHI, limit the PHI, to the extent practicable, to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended use, disclosme, or request. The foregoing shall be subject to any guidance the Secretary issues pursuant to HITECH 13405 shall sunset as provided in HITECH l3405(b)(1)(C), and shall be subject to the exceptions in 45 CF in accordance with l3405(b)(3). (1) Not directly or indirectly receive remuneration in exchange for any PHI of an Individual except as permitted by and in accordance with HITECH 13405(d) and the applicable regulations the Secretary promulgates, pursuant to I3405(d)(3), to carry out l3405(d), as of their applicable Compliance Date. Not make any communication that is about a product or service and encourages the recipient to purchase or use the product or service that is prohibited by HIPAA, the HIPAA Rule, or HITECH, including HITECH 13406(a) as of its Compliance Date. (11) To the extent required by regulations promulgated by the Secretary pursuant to HITECH 13406(b) and as of the applicable Compliance Date, ensure that any written fundraising communication that is a Health Care Operation shall, in a clear and conSpicuous manner, provide an opportunity for the recipient of the communication to elect not to receive any further such communication and, to the extent required by either HITECH 1340603), such regulations, or the HIPAA Rule, treat such election as a revocation of authorization under 45 CPR 164.508. (0) Comply with the applicable requirements of HITECH 13402 and Subpart of 45 CF Part 164 concerning a Breach of Unsecured PHI. In addition to the applicable provisions of 45 CPR Part 164 Subpart C. and pursuant to HITECH 13401(a), Business Associate shall be subject to and comply with all additional requirements of HITECH that relate to security and are made applicable to covered entities, as of their applicable Compliance Date, and such requirements are incorporated by reference into this Agreement. 902615v9 Use and disclose PHIonly if such use or disclosure, respectively, is in compliance with each applicable requirement of the HIPAA Rule, including 45 CFR and pursuant to HITECH 31404(a), be subject to and comply with all additional requirements of HITECH that relate to privacy and are made applicable to Covered Entities, as of their applicable Compliance Date, and such requirements are incorporated by reference into this Agreement. Business Associate acknowledges that in receiving, storing, processing, or otherwise dealing with any patient records that are subject to the Code of Federal Regulations, Title 42, Chapter 1, Subchapter?A, Part 2, ?Con?dentiality of Alcohol and Drug Abuse Patient Records? (the ?Abuse Rules?), Business Associate shall be fully bound by the Abuse Rules and, if necessary, will resist in judicial proceedings any efforts to obtain access to patient records except as permitted by the Abuse Rules. SECTION USES AND DISCLOSURES-BY BUSINESS ASSOCIATE. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity in accordance with the Arrangement. Business Associate may use or disclose PHI as Required by Law. Business Associate shall not use or disclose PHI in a manner that would violate Subpart of 45 CFR Part 164 if done by Covered Entity, except as follows: (1) Business Associate may use PHI if necessary for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. (2) Business Associate may disclose PHI if necessary for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, if the disclosure is Required By Law, or if Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the con?dentiality of the information has been breached. (3) Business Associate may use PHI to provide Data Aggregation services relating to the Health Care Operations of Covered Entity as permitted or required by the Arrangement. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI in accordance with 45 CFR Pursuant to, and subject to the requirements of, 45 CFR 164.514, Business Associate may de-identify any and all PHI so that the information no longer constitutes PHI to the extent permitted by the Arrangement. SECTION OF COVERED ENTITY. 902615v9 Covered Entity agrees that inshall: Notify Business Associate of any limitation(s) in Covered Entity?s notice of privacy practices under 45 CFR 164.520, to the extent that such limitation(s) may affect Business Associate?s use or disclosure of PHI, and (ii) upon request, provide Business Associate with a copy of Covered Entity?s current notice of privacy practices. Notify Business Associate of any change in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such change may affect Business Associate?s use or disclosure of PHI. Notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to, or is legally required to comply with, under 45 CFR 164.522, to the extent that such restriction may affect Business Associate?s use or disclosure of PHI. SECTION AND TERMINATION. Term. The Term of this Agreement shall be for the period from the Effective Date through the termination of the Arrangement, subject to earlier termination as permitted in this Section. Termination for Cause. Notwithstanding anything in this Agreement or the Arrangement to the contrary, if one Party (the ?Non-Breachng Party?) knows of a pattern of activity or practice of the other Party that constitutes a material breach and/or violation of this Agreement, the Non-Breachng Party may provide written notice of the same to the other Party that clearly specifies the breach and/or violation and that requires that the breach be cured and/or the violation ended within 10 business days (or such longer period as specified in the notice) of delivery of the notice (the ?Cure Period?). If, following the Cure Period, the Non-Breaching Party reasonably determines that such steps were unsuccessful in curing the breach and/or ending the violation, the Non-Breaching Party may terminate the Agreement and Arrangement. Termination of Arrangement. This Agreement shall terminate upon any termination of the Arrangement. Effect of Termination. (1) Except as provided in paragraph (2) of this subsection, upon termination of this Agreement for any reason, Business Associate shall and without unreasonable delay return to Covered Entity or destroy all PHI received from, or created or received by Business Associate on behalf of, Covered Entity that Business Associate still maintains in any form, and Business Associate shall retain no cOpies of such provided, however, that Business Associate may destroy such PHI only upon receiving the prior written consent of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. (2) In the event that Business Associate determines that such return or destruction of any PHI is infeasible, Business Associate shall and without unreasonable delay provide notice to Covered Entity of the conditions that make the same infeasible. L'pon 902615v9 the mutual agreement of the Parties that such return or destruction of such PHI is infeasible, Business Associate shall retain such PHI and extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make such return or destruction infeasible, for so long as Business Associate maintains such PHI. SECTION OF TERMS. To the extent that any provision of this Agreement is inconsistent with any mandatory provision of HIPAA Rule, or HITECH (including as any of the same are amended), HIPAA, the HIPAA Rule, or HITECH (as applicable) shall control. To the extent that the Arrangement imposes more restrictive requirements on Business Associate?s use or disclosure of PHI than this Agreement, such requirements of the Arrangement shall control but only to the extent they are consistent with HIPAA, the HIPAA Rule, and HITECH. SECTION 7WMISCELLANEOUS. Amendment. This Agreement may be amended or modi?ed only in a writing signed by the Parties; provided, however, that this Agreement shall be deemed automatically amended to the extent necessary for either Party or both Parties to comply with any applicable changes in HIPAA, the HIPAA Rule, or HITECH. Survival. The obligations of Business Associate under Section 5(d) of this Agreement related to ?Effect of Termination? shall survive the termination of this Agreement for any reason. Interpretation. Any ambiguity in this Agreement shall be resolved to permit compliance with HIPAA, the HIPAA Rule, HITECH, and all other applicable laws. Third Parties. This Agreement does not, and is not intended to, create any rights in any third parties. Assignments. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Notice. Any notice permitted or required to be given under this Agreement by one Party to the other Party shall be in writing and signed by the Party giving notice and shall be deemed given on the date of actual receipt by the other Party. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral and 902615v9 written, negotiations, representations, writings, and communications between the parties concerning the same. Headings. The headings to the various sections of this Agreement have been inserted for convenience only and shall not modify, de?ne, limit, or expand the terms of this Agreement. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Waiver. No delay or failure by a Party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. (1) References. A reference in this Agreement to a section of HIPAA, the HIPAA Rule, or HITECH means the section as in effect or as amended. (In) Non-Exclusive Remedies. The various rights, options, elections, powers, and remedies of the Parties granted or reserved by this Agreement are in addition to any others to which the Parties may be entitled by law or equity, and shall be construed as cumulative, and no one of them is exclusive of any of the others, or of any right or priority allowed by law. 902615v9