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5.2 Termination. If Covered Entity knows of a pattern of activity or practice of the Business Associate that <br />constitutes a material breach or violation of this BAA then the Covered Entity shall provide written <br />notice of the breach or violation to the Business Associate that specifies the nature of the breach or <br />violation. The Business Associate must cure the breach or end the violation on or before thirty (30) days <br />after receipt of the written notice. In the absence of a cure reasonably satisfactory to the Covered Entity <br />within the specified timeframe, or in the event the breach is reasonably incapable of cure, then the <br />Covered Entity may terminate the Agreement and/or this BAA. <br />5.3 Effect of Termination or Expiration. After the expiration or termination for any reason of the Agreement <br />and/or this BAA, Business Associate shall return or destroy all PHI, if feasible to do so, including all <br />PHI in possession of Business Associate's subcontractors. In the event that Business Associate <br />determines that return or destruction of the PHI is not feasible, Business Associate may retain the PHI <br />and shall extend any and all protections, limitations and restrictions contained in this BAA to Business <br />Associate's use and/or disclosure of any PHI retained after the expiration or termination of the <br />Agreement and/or this BAA, and shall limit any further uses or disclosures solely to the purposes that <br />make return or destruction of the PHI infeasible. <br />5.4 Cooperation. Each party shall cooperate in good faith in all respects with the other party in connection <br />with any request by a federal or state governmental authority for additional information and documents <br />or any governmental investigation, complaint, action or other inquiry. <br />6. MISCELLANEOUS <br />6.1 Construction of Terms. The terms of this BAA to the extent they are unclear shall be construed to allow <br />for compliance by Covered Entity and Business Associate with HIPAA. <br />6.2 Survival. Sections 5.2, 5.3, 6.1, 6.2, and 6.3 shall survive the expiration or termination for any reason <br />of the Agreement and/or of this BAA. <br />6.3 No Third Party Beneficiaries. Nothing in this BAA shall confer upon any person other than the parties <br />and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. <br />45 <br />