15.
16.
17.
18.
19.
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, cach 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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