15.
16.
17.
18.
19.
a material breach of the other Party’s obligations under this Addendum, the non-breaching Party
shall, within twenty (20) days of that determination, notify the breaching Party and the breaching
Party shall have thirty (30) days from receipt of that notice to cure the breach or end the violation.
If the breaching Party fails to take reasonable steps to effect such a cure within such a time
period, the non-breaching Party may terminate all or part of the service relationship. In no event
shall such termination have any effect on sums due from Covered Entity for any services
provided by Sapphire Digital under the engagement.
b. Where either Party has knowledge of a material breach by the other Party, and cure is not
possible, the non-breaching Party shall terminate the portion of the arrangement for Services
affected by the breach.
Effect_of Termination. Upon the event of termination of this Addendum, Sapphire Digital agrees,
where feasible, to return or destroy the PHI, which Sapphire Digital still maintains in any form. Prior
to doing so, Sapphire Digital further agrees, to the extent feasible, to request the destruction of the
PHI that is in the possession of its subcontractors or agents. If in Sapphire Digital’s opinion, it is not
feasible for Sapphire Digital or any subcontractors to return or destroy portions of the PHI, Sapphire
Digital shall, upon Covered Entity’s written request, inform Covered Entity as to the specific reasons
that make such return or destruction infeasible and limit any further use or disclosures to the purposes
that make the return or destruction of those portions of the PHI infeasible and provide the protections
described herein to that PHI.
Third Party Beneficiaries. Nothing in this Addendum shall be construed to create any third party
beneficiary rights in any person.
Counterparts. This Addendum may be executed in any number of counterparts, each of which shall
be deemed an original. Facsimile and pdf copies thereof shall be deemed to be originals.
Informal Resolution. If any controversy, dispute or claim arises between the Parties with respect to
this Addendum, the Parties shall make good faith efforts to resolve such matters informally.
Interpretation. The provisions of this Addendum shall prevail over any provisions in any other
agreements between Sapphire Digital and Covered Entity that may conflict or appear inconsistent
with any provision of this Addendum. This Addendum shall be interpreted as broadly as necessary to
implement and comply with HIPAA and the HITECH Act. The Parties agree that any ambiguity in
this Addendum shall be resolved in favor of a meaning that complies with and is consistent with
HIPAA and the HITECH Act.
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