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HomeMy WebLinkAboutContract #: 1135 - From: 07-01-2018 To: 06-30-2019 - Cook & Company Insurance - Town of North Andover s INJURED ON DUTY ADMINISTRATIVE SERVICES AGREEMENT BETWEEN TOWN OF NORTH ANDOVER AND COOK & COMPANY INSURANCE SERVICES, INC. INJURED ON DUTY ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (this "Agreement") is entered into and effective as of July 1, 2018 (the "Effective Date") by and between Cook & Company Insurance Services, Inc., a Massachusetts corporation ("Cook"), and the Town of North Andover and its affiliates (collectively, "Client"). Cook and Client may be referred to herein individually as a"Party" and collectively as the "Parties." WHEREAS, Cook is a licensed third-party administrator that is in the business of providing various administrative services related to Injured on Duty (hereinafter referred to as "IOD) claims; WHEREAS, Client is a town in the Commonwealth of Massachusetts, and wishes to receive certain IOD administrative services; WHEREAS, Client is a Insured Client; WHEREAS, Cook and Client agree to and are authorized to do business in accordance with the terms of this Agreement and engage in transacting said business; and WHEREAS, Cook and Client agree to cooperate in all reasonable respects in the operation of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises set forth herein, Cook and Client hereby agree as follows: 1. INCORPORATION OF RECITALS; DEFINITIONS. The Recitals are hereby incorporated by reference as if set forth hereinafter. Capitalized terms used herein shall have the meanings set forth below unless otherwise provided herein: (a) "Claim" means each monetary demand against Client based on bodily injury, a sickness, or disease (including death resulting therefrom) if the demand: (i) is based on or arises out of an accident or occurrence which takes place during the time that this Agreement is in force; (ii) is promptly reported to Cook by Client in writing; and (iii) constitutes a claim that arises under the jurisdiction of Chapter 41, Sections 100 and 111 F of the Massachusetts General Laws for Self- Insured Clients or the IOD insurance policy for Insured Clients who have purchased an IOD insurance policy from Cook. (b) "Insured Client"has the meaning set forth in Exhibit A. (c) "Self-Insured Client"has the meaning set forth in Exhibit A. (d) "Services"has the meaning set forth in Section 2(a). (e) "Service Fee" means the annual amount of compensation which Client shall pay Cook for services rendered under this Agreement. (f) "Term" has the meaning set forth in Section 5 hereof (g) "Termination" means the termination of this Agreement at the end of the Term or such earlier or later time as mutually agreed by the Parties pursuant to the terms of this Agreement. 2. ADMINISTRATIVE SERVICES (a) Cook agrees to and will perform the administrative services specified in Exhibit A (the "Services") in such manner as reasonably required by Client and in accordance with the provisions of this Agreement. The scope of the services performed by Cook will vary based on Client being a Self-Insured or Insured Client The Services applicable to Self-Insured and Insured Clients are outlined in columns A and B, respectively, in Exhibit A attached hereto. (b) Cook shall be solely responsible for providing all personnel, equipment, facilities and supplies and other capabilities necessary to perform its obligations under this Agreement. (c) Cook agrees that it shall use its reasonable best efforts to provide Services using forms and procedures acceptable to Client unless otherwise mutually agreed upon by Client and Cook. Cook agrees that it shall use its reasonable best efforts to provide Services with competence and in accordance with Client's normal business policies, as well as in accordance with any and all applicable rules and regulations of regulatory authorities, as interpreted by Cook. 2 3. BOOKS AND RECORDS Cook shall maintain a claim file on each reported Claim, which will be available to Client for inspection at the Cook office responsible for the Claim; provided that Client gives one week prior written notice prior to the inspection date. Insured Clients acknowledge that the claim files belong to the insurance carrier. 4. COMPENSATION (a) As compensation to Cook for the services rendered by it to Client under this Agreement, Client agrees to pay to Cook an annual Service Fee of $4,400. Such compensation is in no way contingent on Claims experience, including, without limitation,the number or dollar value of Claims denied. (b) The Service Fee does not include expenses for cost containment referenced in Exhibit A, legal fees and court costs, costs for employing experts for investigative services, preparation of maps, photographs and diagrams, chemical or physical analysis, and expert advice, opinion or testimony. Client acknowledges that any such costs, fees and expenses that are coordinated and arranged by Cook on behalf of Client are set by third party vendors that provide such services, are the sole responsibility of Client, and shall be billed separately by such third party vendors. (c) Cook shall be solely responsible for all taxes on compensation earned by it under this Agreement. 5. CONFIDENTIALITY (a) After the effective date of termination, the Parties shall cooperate in the return of all records and other confidential materials pertaining to the Business that are not specifically designated for public dissemination remaining in the other Party's possession at the time of termination. (b) During the term of this Agreement and the period required under applicable law, Cook shall not disclose protected health information or personally identifiable financial information regarding any applicant to any third party, except to the extent permitted pursuant to Exhibit B. 6. TERM AND TERMINATION 3 (a) This Agreement will have a term of twelve (12) months (the "Initial Term") and automatically renew for additional twelve-month periods unless a Party gives at least sixty (60) days' prior written notice of its intent not to renew the Agreement (the Initial Tern, together with the renewal term, if any, shall be referenced herein as the"Term"). (b) Termination may be effected by either Party giving to the other Party sixty (60) days' advance written notice of termination prior to the renewal date (c) Notwithstanding the foregoing, either Party may terminate upon written notice to the other Party if such other Party: (i) is bankrupt, insolvent, in receivership or dissolved; or (ii) engages in fraudulent conduct, embezzlement, intentional, willful or reckless misconduct or gross negligence. (d) In the event (i) Client terminates this Agreement pursuant to Section 6(a) or 6(b) or (ii) Cook terminates pursuant to Section 6(c), Cook shall be entitled to retain all of the unearned fees paid by Client to Cook for Services up to and through what would have been the renewal date of the Agreement. Conversely, in the event (i) Cook terminates this Agreement pursuant to Section 6(a) or 6(b) or (ii) Client terminates pursuant to Section 6(c) above, Client shall be refunded the unearned fees up to and through what would have been the renewal date of the Agreement. (e) (i) For Self-Insured Clients, after expiration or termination of this Agreement for any reason, Cook shall no longer be obligated to provide any Services under this Agreement to Client. Client shall solely be responsible, at its sole expense, for transferring the performance of the Services to a third party. Any outstanding fees and expenses owing to Cook for Services rendered up to and through the expiration or termination date, as applicable, shall be paid to Cook within five (5) days after such expiration or termination. (ii) For Insured Clients, after the expiration or termination of this Agreement, Cook will continue to process and manage claims that occurred while the insurance policy was in-force, regardless of when such 4 Claims require adjudication. (f) If one Party reasonably determines that the other Party is not performing its obligations and responsibilities under this Agreement in accordance with the terms hereof, the first Party may give the second Party notice of the second Party's failure to perform. The second Party shall then have thirty (30)days to remedy such failure; provided, however, that if prior to the end of the thirty (30) day remedy period, the second Party provides the first Party with written notice that it is acting in good faith to remedy the situation and expects to have resolved the problem within a short period, the first Party shall give the second Party an additional thirty (30) day period to remedy that failure. If at the end of such thirty (30) day period, the second Party should fail to have completed corrective action necessary in order to remedy that failure, the first Party may immediately terminate this Agreement. 7. LIMITATION OF LIABILITY COOK'S AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT FOR ANY CLAIM OR DAMAGE OR SERIES OF CLAIMS OR DAMAGES, WHETHER BROUGHT IN LAW OR EQUITY OR UNDER CONTRACT, TORT, OR OTHER THEORIES, FOR ANY ACTUAL OR ALLEGED BREACH OF THE EXPRESS REPRESENTATIONS OR WARRANTIES OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT OF THE ANNUAL SERVICE FEE FOR THE YEAR IN WHICH THE CLAIM OR DAMAGE OCCURRED THAT WAS PRE-PAID BY CLIENT TO COOK UNDER THIS AGREEMENT. To the extent the foregoing exclusions and limitations of liability are not permitted under applicable law, Cook's liability in such case will be limited to the greatest extent permitted by law. 8. CONTROLLING LAW This Agreement shall be subject to and construed under the laws of the State of Massachusetts, without regard to its laws regarding conflicts of law. 9. DISPUTE RESOLUTION In the event of a dispute between the Parties, the Parties agree to resolve it in the manner described below: 5 (a) The Parties agree that within forty-five (45) days of a request by either Party, a principal of the Parties will meet either in person or by telephone for the purpose of attempting to resolve such dispute. (b) In the event that the principals are unsuccessful in resolving the dispute by meeting, the Parties hereby agree to resolve the dispute through binding arbitration under the appropriate rules of the American Arbitration Association. Either Party may initiate arbitration by serving a demand for arbitration upon the other Parry. The Parties shall mutually agree upon the appointment of a single arbitrator with experience in workers' compensation/third party administration (ideally for self-insured entities) to conduct the arbitration proceeding. The arbitration proceeding shall be conducted in Marshfield, Massachusetts or at another location mutually agreed by the Parties. The findings and award of the arbitrator shall be binding upon the Parties and shall replace the Parties' right to a court trial. The Parties shall equally share the cost for conducting the arbitration, including the arbitrator's fees. 10. REFERENCES AND SECTION HEADINGS Any references to the singular shall include reference to the plural, and vice versa. Section headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. 11. SEVERABILITY If any part, term or provision of this Agreement shall be held void, illegal, or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby. 12. SIGNATORY AUTHORITY Each Party represents and warrants that each of the persons executing this Agreement on its behalf is duly authorized and is acting within the scope of his or her authority to bind said Party under this Agreement. 13. NOTICE Except as may otherwise be provided in this Agreement, notice required pursuant to this Agreement shall be in writing and shall be delivered personally, by 6 commercial overnight courier service providing a signed receipt for delivery, by facsimile or email with a delivery confirmation receipt, or by certified mail, return receipt requested, postage prepaid, to the last known address of the Party to which notice is given. Notice shall be deemed to have been given upon receipt if delivered personally, on the next business after deposit with the courier if delivered by a commercial overnight courier, upon receipt of a delivery confirmation if delivered by facsimile or email, and three business days after deposit with the United States Postal Service if delivered by certified mail. Written notice to shall be sent to the addresses set forth below or to such other address as provided to the other Party pursuant to the terms of this Section 13: If to Cook: If to Client: Cook& Company Insurance Sei vices, Inc. Town of North Andover 1025 Plain Street Attention: —fp,a,, fYqoqfr Marshfield, MA 02050 Facsimile: Attention: Susan H. Shillue Email: o, .. ,.,a,�acer 0,nedAcL,,Q4ver., O-9av Facsimile: 781-837-7319 Email: sshillue@cookandcompany.com 14. INTERPRETATION This Agreement has been prepared through the combined efforts of the Parties. Ambiguity as to the meaning of any of its provisions is not to be interpreted against any Party solely by virtue that such Party may have originally drafted the specific provision in question. 15. ENTIRE AGREEMENT This Agreement contains the entire agreement between the Parties relating to rights granted and the obligations assumed by the Parties concerning the subject matter hereof. Any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement not expressly set forth in this Agreement are of no force or effect. 16. AMENDMENT This Agreement shall not be modified or amended except in writing signed by an officer of each of the Parties; provided, however, in the event that state or federal laws or regulations are issued or amended which affect material provisions of this 7 Agreement, the Parties shall amend this Agreement to comply with such laws or regulations. 17. WAIVER No waiver of any term or condition hereof or failure to exercise any right or remedy by either Party shall impair any right or remedy otherwise available to a Party or be construed as a waiver of any such right or remedy unless in writing and signed by each of the Parties. 18. RELATIONSHIP OF THE PARTIES Client and Cook acknowledge and agree that Cook is an independent contractor and nothing in this Agreement is intended or shall be construed as creating an employer and employee, agent and principal, partnership or joint venture relationship between Client and Cook. Cook shall not represent to third parties that it is an employee, partner or joint venture of Client in connection with providing Services under this Agreement. 19. ASSIGNMENT Neither Party shall assign or transfer this Agreement or any interest or obligation hereunder by operation of law or otherwise without the prior written approval of the other Party. Any permitted assignee shall be bound by the terms of this Agreement. 20. EXHIBITS All exhibits, addenda or attachments attached to this Agreement, and referenced herein, are incorporated into and made part of this Agreement. 21. EFFECT OF TERMINATION Any obligation that Client may have to pay compensation and expenses according to Section 4, as well as the obligations of the Parties as provided in Sections 5, 6(d), 6(e), 7-20 and this Section 21 and the Parties' obligations as described in Exhibits A and B of this Agreement, shall survive the termination of this Agreement by either Party for any reason. [SIGNATURE PAGE FOLLOWS] 8 The Parties affix their respective signatures by their respective duly authorized and acting officers with the intent of being legally bound thereby. COOK & COMPANY INSURANCE SERVICES, TOWN OF NORTH ANDOVER INC. By: By: Name: Susan H. Shillue Name: Title: President Title: 7Z,,p P/" Date Date EXHIBIT A See attached. 1 EXHIBIT A INJURED ON DUTY(IOD) ADMINISTRATIVE SERVICES AGREEMENT SERVICES PROVIDED BY COOK &COMPANY INSURANCE SERVICES, INC. (hereinafter referred to as "Cook") Definitions: Self-Insured — means the Client has elected to self-insure their Injury on Duty responsibility under Chapter 41,Sections 100 and 111F of the Massachusetts General Laws. Insured—means the Client has purchased an Injured on Duty insurance policy from an insurance carrier that has authorized Cook to perform administration. Description of Services A B (Self- (Insured) Insured) Maintain a web portal that enables the Client to electronically submit a First X X Notice of Incident Report for every occupational injury and illness that provides employee information, details about the incident (location, date,time, etc.) and medical care received, and statement regarding how the injury or illness occurred (a "Notice"). To ensure timely handling of claims, the Client agrees to submit to Cook a Notice for each occurrence of an occupational accident or injury. The Notice will be signed by a representative authorized by the Client. The Client is also required to provide an Authorization to Release Medical Information to Cook,Supervisor's Investigation Report and Application for IOD Status. Review each Notice, and evaluate the Notice to provide a recommendation X regarding compensability under Chapter 41,Sections 100 and 111F of the Massachusetts General Laws. For complex incidents that require a legal opinion, coordinate the services of a mutually agreed upon attorney or law firm following the Client's approval of the billable rate and scope of work. Unless otherwise specified in writing by Cook,the Client is solely responsible for legal expenses. Review each Notice, and evaluate the Notice under the IOD insurance policy to X determination eligibility. Obtain a coverage opinion from the IOD insurance carrier when eligibility is questionable. intake and process Notice for each occupational injury or illness, file required X X state forms, and set appropriate claim reserves. Process and rate medical bills by applying the appropriate fee schedule to each X X medical bill or the rate that Cook has negotiated with the provider, if applicable. Prepare an Explanation of Reimbursement or other remittance advice that communicates the allowable amount to the provider. For workers with compensable claims: X X - Obtain the medical diagnosis,treatment plan and ability to return to work from treating physician, - Monitor treatment and progress until released from medical EXHIBIT A INJURED ON DUTY(IOD) ADMINISTRATIVE SERVICES AGREEMENT q treatment, and Maintain a written, chronological history of each claim that includes notes and correspondence. Provide check registers and vouchers so that the Client can remit bill payments to X X providers. At the Client's request,Cook will provide checking account services,whereby Cook will pay providers on the Client's behalf. Provide loss reports and dashboard data via Cook's web portal, so that the Client X X can track and monitor activity. Arrange for cost containment services, such as medical bill review, hospital bill X X audit, and independent medical evaluation for the Client. The Client acknowledges that any such costs,fees and expenses that are coordinated and arrange by Cook on behalf of Client are set by third party vendors that provide such services, are the sole responsibility of Client, and shall be billed separately by such third party vendors. Coordinate Section 111 MMSEA(Medicare, Medicaid, and SCHIP Extension Act of X X 2007) reporting. In order to facilitate this service,the Client agrees to appoint Cook or its authorized vendor as Account Manager and Submission Agent for the Client's Registered Reporting Entity(RRE) by completing the required Centers for Medicare & Medicaid Services (CMS) Profile Report. Manage, process and pay benefits under Chapter 41, Sections 100 and 111E of X the Massachusetts General Laws. Manage, process and pay benefits under the IOD insurance policy based on X guidelines set forth by the IOD insurance carrier. For claims requiring additional evaluation, coordinate with the IOD insurance carrier the appropriate type of medical review. Track Aggregate or Individual Deductibles under the IOD insurance policy. Once X the Client has satisfied the Deductible, process payments from the IOD insurance carrier and remit payments to the Client. Facilitate the handling of claim appeals between the Client and IOD insurance X carrier. EXHIBIT B CONFIDENTIALITY OF PROTECTED PERSONAL INFORMATION 1. Purpose The purpose of this Exhibit is to demonstrate both Parties' commitment to full compliance with all applicable privacy rules and regulations governing the use and disclosure of individually identifiable personal health information by establishing contractual standards for such use and disclosure. 2. Definitions Terms used in this Exhibit are defined as follows: (a) Administrative Safeguards means administrative actions, policies and procedures to manage the selection, development, implementation, and maintenance of security measures to protect electronic PHI and to manage the conduct of the covered entity's workforce in relation to the protection of PHI. (b) Disclose or Disclosure means the release, transfer, provision of, access to, or divulging in any other manner of information outside the entity holding the information. (c) Individual means the person who is the subject of PHI and shall include persons who qualify as a personal representative. (d) Individually Identifiable Health Information is health information, including demographic information collected from an individual, that: (i) Is created or received by a health care provider, health plan, employer, or health care clearinghouse; (ii) Relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (iii) Either identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. (e) HITE,CH Act means the Health Information Technology for Economic and Clinical Health Act, found in Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-005. (f) Physical Safeguards means physical measures, policies, and procedures to protect a covered entity's electronic information systems and related buildings and equipment from natural and environmental hazards and unauthorized intrusion. (g) Privacy Rule means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part t 64, Subparts A and E 2 (h) Personal Health Information ("PHI') has the meaning given to that term in 45 C.F.R. Section 160.103, including information maintained in any form, including electronic media and/or transmitted any in form, including by electronic media, but limited to information created, used, maintained or disclosed regarding Eligible Persons. (i) Security Incident means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. (j) Security Rule means the Security Standards at 45 CFR Part 160, 162 and 164. (k) Technical Safeguards means the technology and the policy and procedures for its use that protects electronic Protected Health Information and controls access to it. (1) Required by Lain has the same meaning as the term "required by law" in 45 CFR §5164.103 (m) Use means, with respect to PHI Information, the sharing, employment, application, utilization, examination, or analysis of such information within an entity that maintains such information. 3. Cook's Obligations At all times Cook agrees to: (a) Refrain from using or disclosing PHI for any purpose other than as specifically permitted or required by the Agreement, including this Exhibit, as specifically required in order to perform the services for which Cook has been engaged or as permitted by law; (b) Abide by an Individual's request to restrict the disclosure of PHI consistent with the requirements of Section 13405(a) of the HITECH Act; (c) Implement and utilize appropriate safeguards to prevent the Use or Disclosure of PHI other than as provided for by this Agreement; (d) Mitigate, to the extent practicable, any harmful effect that is known to Cook as a result of a Use or Disclosure of PHI by Cook in violation of the requirements of this Agreement; (e) Report to Client any Use or Disclosure of PHI not provided for by this Agreement of which Cook becomes aware, including but not limited to any breach of unsecured PHI in compliance with any reporting requirements under regulations implementing the HITECH Act; (f) Ensure that any contractor, consultant or vendor to whom Cook provides PHI received from Client, or created or received by Cook on behalf of Client, agrees to the same restrictions and conditions that apply through this Agreement to Cook with respect to such information; (g) Provide PHI that it maintains in a Designated Record Set (as that term is used in the Privacy Rule) to Client or, as directed, to an Individual, in a reasonable time and manner, in order to meet the requirements of the Privacy Rule, the HITECH Act or applicable state law; 3 (h) Make any amendment(s) to PHI that it maintains in a Designated Record Set that Client, or an Individual upon Client's consent, directs Cook to make in order to comply with the Privacy Rule; (i) Make Cook's internal practices, books, and records, including policies and procedures, relating to the Use and Disclosure of PHI available to the Secretary of the Department of Health and Human Services or to Client to provide to the Secretary for purposes of determining Client's compliance with the Privacy Rules and the HITECH Act; (j} Document Disclosures of PHI and information related to such Disclosures as would be required in order to permit Client to respond to a request by an Individual for an accounting of such Disclosures of PHI in accordance with the Privacy Rule and the HITECH Act; (k) Make available to Client within fifteen (15) days the information required to provide an accounting of disclosures in accordance with the Privacy Rule and the HITECH Act; (1) Implement and utilize safeguards to Use or Disclose, where Required by Law, only the minimum necessary information in the performance of Cook's obligations under this Agreement; and (m) Refrain from using or disclosing PHI for any marketing purposes not authorized by this Agreement. (n) Implement Administrative Safeguards, Physical Safeguards, and Technical Safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Client. In implementing the obligations contained in this Section, Cook may utilize those Administrative Safeguards, Physical Safeguards, and Technical Safeguards that allow Cook to reasonably and appropriately implement the standards and implementation specifications as specified in the Security Rule. (o) Refrain from exchanging any PHI with any entity of which Cook knows of a pattern of activity or practice that constitutes a material breach or violation of the Privacy Rule; (p) Refrain from receiving any remuneration in exchange for any Individual's PHI unless (1) that exchange is pursuant to a valid authorization that includes a specification of whether the PHI can be further exchanged for remuneration by the entity receiving the PHI of that Individual or (2) satisfies one of the exceptions enumerated in the HITECH Act; and (q) Refrain from marketing activities that would violate Section 13406 of the HITECH Act. 4. Client's Obligations At all times Client agrees to: (a) Notify Cook of any limitation(s) in Client's Notices of Privacy Practices, to the extent that such limitation may affect Cook's use or disclosure of PHI; 4 (b) Notify Cook of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Cook's use or disclosure of PHI; (c) Notify Cook of any restriction to the use or disclosure of PHI to which Cook has agreed, to the extent that such restriction may affect Cook's use or disclosure of PHI; (d) Refrain from request that Cook use or disclose PHI in any manner that is not legally permissible if done by Client except to the extent necessary for any data aggregation services or Cook's management and administrative activities. 5. Permitted Usage of PHI Cook may use or disclose PHI for the following purposes or under the following circumstances: (a) To provide the services to Client that are described in the Agreement provided that such use or disclosure of PHI would not violate the Privacy Rule if done by Client; (b) For the proper management and administration of Cook or to carry out the legal responsibilities of Cook; (c) For the proper management and administration of Cook, provided that disclosures are Required by Law, or Cook obtains reasonable assurances from the person or entity to whom the PHI is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person or entity, and the person or entity notifies Cook of any instances of which it is aware in which the confidentiality of the PHI has been breached; (d) To provide data aggregation services to Client as permitted by the Privacy Rules; (e) To report violations of law to appropriate federal and state authorities; and (f) To contractors, consultants and vendors of Cook in order to permit such contractors, consultants and vendors to perform the services for which they have been engaged, subject to the conditions of Section 3(f) of this Exhibit. 6. Term and Termination. (a) The Term of this Exhibit shall be effective as of the Effective Date of the Agreement and shall terminate as of the termination of the Agreement. (b) Upon either Patty's knowledge of a material breach of this Exhibit by the other Party, the first Party shall provide the breaching Party with written notice of the existence of the alleged breach and allow the breaching Party thirty (30) days to cure the breach upon mutually agreeable terms. Failure by the breaching Party to cure the breach in the time and manner set forth will be grounds for immediate termination of the Agreement, including this Exhibit, by the non-breaching Party. 7. Obligations upon Termination of this Agreement 5 (a) Upon the termination of the Agreement and request from Client, Cook shall return to Client all PHI that Cook has in its possession and retain no copies of such PHI, except for that PHI necessary for Cook's management and administrative activities. This provision shall apply to PHI that is in the possession of contractors, consultants and vendors of Cook. (b) If Cook is unable to return the PHI provided to Cook by Client or created by Cook on Client's behalf, Cook shall: (i) Provide to Client notification of the conditions that make return or destruction infeasible; and (ii) Permanently destroy by shredding or otherwise destroying all paper or other hard copy media on which it is recorded, and/or erasing it from any hard drive, tape, diskette, compact disk or other electronic medium on which it has been stored using a method which renders the information unrecoverable. (c) If the return or destruction of the PHI is not feasible, Cook shall extend the protections of this Agreement to, and comply with its obligations herein regarding, the PHI and not make any further use or disclosure of the PHI. 8. Privacy Notices Client and Cook agree to cooperate on the development and drafting of any privacy notices required to be provided by Client to Individuals in order to ensure that such privacy notices accurately reflect the current usage and disclosure of PHI and comply with any state or federal law or regulation that requires the provision of such privacy notices. 9. Amendment The Parties agree to take such action as is necessary to amend this Exhibit from time to time as is necessary for the Parties to comply with the requirements of the Privacy Rule, Security Rule, the HITECH Act and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. 10. Regulatory References A reference in this Exhibit to the Privacy Rule means the section of the Privacy Rule then in effect or as amended. A reference in this Exhibit to the Security Rule means the section of the Security Rule then in effect or as amended. 11. Interpretation Any ambiguity in this Agreement shall be resolved to permit the Parties to comply with the Privacy Rule, Security Rule, the HITECH Act and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. 6