AVAILABLE
TO THE SECRETARY OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES FOR PURPOSES OF
DETERMINING OUTSOURCER'S COMPLIANCE WITH THE PRIVACY STANDARDS.
AT CLIENT'S
REQUEST, OUTSOURCER SHALL MAKE AVAILABLE FOR INSPECTION, DURING NORMAL BUSINESS
HOURS, ALL RECORDS, BOOKS, POLICES AND PROCEDURES RELATING TO THE USE AND
DISCLOSURE OF THE PROTECTED HEALTH INFORMATION, WITHIN TEN (10) BUSINESS DAYS OF
SUCH REQUEST, FOR THE PURPOSE OF DETERMINING OUTSOURCER'S COMPLIANCE WITH THIS
SECTION.
(E)
UPON THE TERMINATION OF THE AGREEMENT FOR ANY REASON WHATSOEVER,
OUTSOURCER SHALL, IF FEASIBLE, RETURN OR WITH CLIENT'S CONSENT DESTROY ALL
PROTECTED HEALTH INFORMATION IN ITS POSSESSION OR IN THE POSSESSION OF
OUTSOURCER AGENTS, AND RETAIN NO COPIES.
IF SUCH RETURN OR DESTRUCTION IS NOT
FEASIBLE, THE OUTSOURCER SHALL GIVE WRITTEN NOTICE TO CLIENT OF THE FOLLOWING:
(I) A STATEMENT THAT THE OUTSOURCER HAS DETERMINED THAT IT IS INFEASIBLE TO
RETURN OR DESTROY PROTECTED HEALTH INFORMATION IN ITS POSSESSION; (II) THE
SPECIFIC REASONS FOR SUCH DETERMINATION; AND (III) ASSURANCE THAT THE OUTSOURCER
WILL CONTINUE TO EXTEND ANY AND ALL PROTECTIONS, LIMITATIONS AND RESTRICTION
CONTAINED IN THE AGREEMENT TO THE RETAINED PROTECTED HEALTH INFORMATION, AND
WILL FURTHER LIMIT THE USE AND/OR DISCLOSURE OF THE PROTECTED HEALTH INFORMATION
RETAINED TO ITS USE AND/OR DISCLOSURE ONLY FOR THE PURPOSE(S) THAT MAKE THE
RETURN OR DESTRUCTION OF THE PROTECTED HEALTH INFORMATION INFEASIBLE.
ARTICLE XVI REPRESENTATIONS AND WARRANTIES.
Section 16.1
By CLIENT.
CLIENT represents and warrants that:
(A)
CLIENT IS A LIMITED LIABILITY COMPANY, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
24
(B)
CLIENT HAS ALL REQUISITE LIMITED LIABILITY COMPANY POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(C)
CLIENT IS DULY LICENSED, AUTHORIZED OR QUALIFIED TO DO BUSINESS AND
IS IN GOOD STANDING IN EVERY JURISDICTION IN WHICH A LICENSE, AUTHORIZATION OR
QUALIFICATION IS REQUIRED FOR THE OWNERSHIP OR LEASING OF ITS ASSETS OR THE
TRANSACTION OF BUSINESS OF THE CHARACTER TRANSACTED BY IT, EXCEPT WHERE THE
FAILURE TO BE SO LICENSED, AUTHORIZED OR QUALIFIED WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON CLIENT'S ABILITY TO FULFILL ITS OBLIGATIONS UNDER THIS
AGREEMENT.
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAS BEEN
DULY AUTHORIZED BY CLIENT.
(E)
CLIENT SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL
LAWS (INCLUDING HIPAA) AND REGULATIONS APPLICABLE TO CLIENT AND SHALL OBTAIN ALL
APPLICABLE PERMITS AND LICENSES REQUIRED OF CLIENT IN CONNECTION WITH ITS
OBLIGATIONS UNDER THIS AGREEMENT.
(F)
CLIENT HAS NOT DISCLOSED ANY CONFIDENTIAL INFORMATION OF
OUTSOURCER AS OF THE AGREEMENT DATE.
(G)
THERE IS NO OUTSTANDING LITIGATION, ARBITRATED MATTER OR OTHER
DISPUTE TO WHICH CLIENT IS A PARTY WHICH WOULD REASONABLY BE EXPECTED TO HAVE A
POTENTIAL OR ACTUAL MATERIAL ADVERSE EFFECT ON CLIENT'S OR OUTSOURCER'S ABILITY
TO FULFILL ITS RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
(H)
TO ITS KNOWLEDGE THE CLIENT INTELLECTUAL PROPERTY DOES NOT AND WILL
NOT INFRINGE UPON THE PROPRIETARY RIGHTS OF ANY THIRD PARTY.
(I)
SUBJECT TO SECTION 15.5, THE OUTSOURCER IS AUTHORIZED TO RECEIVE
FROM