Service Agreement

Genie Payroll Services, Inc. (“Genie Payroll Services”) owns and operates a corporation designed to assist employers with their human capital management needs, including, but not limited to, the following:

Payroll

Human Resources

Benefits Enrollment & Eligibility Administration 

Time & Attendance

 

The above services are offered through Genie Payroll Services’ iSolved® Human Capital Management (HCM) system.

In consideration of the mutual promises set forth herein, it is agreed by and between Genie Payroll Services and Employer (the “parties”) as follows: Section 1: General Terms and Conditions of the Agreement

A. Commencement of Agreement and Duration

This Genie Payroll Services iSolved® Human Capital Management Service Agreement (“Agreement”) shall commence on the effective date assigned by Genie Payroll Services (the “Effective Date”); to be communicated to Employer in writing, and it shall continue until terminated in accordance with this Agreement. Employer acknowledges that Genie Payroll Services’s acceptance of this Agreement is conditioned on its approval of Employer’s credit.

B. Scope of Agreement; Relationship of Parties

This Agreement sets forth certain rights and obligations of Employer and Genie Payroll Services, and the terms of this Agreement shall apply to any assignee or successor of Employer and/or Genie Payroll Services. The parties intend that this Agreement will establish an independent contractor relationship. Genie Payroll Services is not an agent or employee of Employer (for purposes of establishing Principal-Agent relationships), and the employees of Employer are not entitled to any of the benefits of employment granted by Genie Payroll Services to its own employees. Genie Payroll Services is not the Plan Administrator or a Plan Fiduciary of the Benefit Plans, as those terms are defined in ERISA. It is understood that Genie Payroll Services is free to perform similar services for other employers while this Agreement is effective. It is Employer’s sole responsibility and duty to ensure compliance with all applicable laws and regulations, and Genie Payroll Services’s provision of services under this Agreement does not relieve Employer of this obligation. Genie Payroll Services is responsible for providing services that comply with applicable law and regulations and that assist Employers with its obligations to the extent set forth herein. Subject to Genie Payroll Services’s responsibilities under subsection L, Employer understands that it is Employer’s responsibility to pay any fee or penalty assessed by the Internal Revenue Service or other state or federal regulatory agency. Employer acknowledges that Genie Payroll Services is not an accounting or law firm and no services provided by Genie Payroll Services in accordance with this Agreement will be construed by Employer as tax, accounting or legal advice as a result of providing such services.

All duties performed by Genie Payroll Services will be non-discretionary in nature and will be performed in accordance with Genie Payroll Services’s standard operating procedures.

C. Services

Genie Payroll Services agrees to provide to Employer the services set forth in Section 2, which Employer has selected as indicated by Employer’s initials on the Fees and Consideration Appendix. The services shall commence on the Effective Date, unless otherwise indicated for a service selected on a later date, as agreed by the parties.

D. Fees

1. Employer agrees to pay Genie Payroll Services for its services in the amounts specified in the Fees and Consideration Appendix. Employer authorizes Genie Payroll Services to collect its fees from Employer’s bank account by means of an electronic funds transfer (EFT). Fees are based on the number of employees on record at the start of a given month. Employer must pay all of the monthly Fees on the first pay date of each month. If any EFT is rejected for insufficient funds or any other reason at any time, Employer agrees to pay an additional $75 fee. Failure to pay fees by the due date may result in the imposition of interest and penalties and/or termination of the Agreement. Genie Payroll Services may change the fees for any reason at the beginning of each 12-month period beginning with the Effective Date provided that notice of such changes is provided at least 30 days before the beginning of such 12-month period. In addition, Genie Payroll Services may revise the fees during any 12-month period if changes to Employer’s requirements or applicable law are made (regardless of the reason) that materially revise the nature or scope of the services contemplated by this Agreement. Such changes will be effective no earlier than 30 days after Genie Payroll Services provides written notice to Employer.

2. Genie Payroll Services will initiate a funds transfer for fees or charges, payroll taxes, direct deposit, or any other amounts due under this Agreement. At the agreed upon payroll processing time, Employer authorizes Genie Payroll Services to originate Automated Clearing House (ACH) debit payment orders against Employer’s bank account for the amount of liabilities and fees of all services agreed to by Employer, including PEPM , payroll tax, direct deposit, implementation fees, and other service-related liabilities or processing fees due Genie Payroll Services. Services performed under the Agreement and funding authorization begin upon the effective live date and will continue until revoked by the Employer with 15 days advance written notice or until this Agreement is terminated. Initiation of the funding authorization is subject to Genie Payroll Services’s approval of Employer’s credit. Notwithstanding, Employer shall pay fees related to Flexible Benefit Administration as invoiced by Genie Payroll Services.

E. Information From Employer

Genie Payroll Services will establish various methods for transferring information to and from Genie Payroll Services. Employer must use one of the methods established by Genie Payroll Services. Employer will furnish the information determined by Genie Payroll Services to be necessary to satisfy its responsibilities under this Agreement. Such information will be provided to Genie Payroll Services in the time and in the manner agreed to by Employer and Genie Payroll Services. Employer understands that Genie Payroll Services cannot accurately perform its duties under this Agreement without accurate and timely information and that Genie Payroll Services shall have no liability to Employer or any of Employer’s employees as a consequence of inaccurate and/or untimely information provided to Genie Payroll Services by Employer, its designee, or another existing or former service provider. Genie Payroll Services will have no obligation to credit Employer for any fees incurred or paid to Genie Payroll Services as a consequence of Genie Payroll Services receiving inaccurate or untimely information. Genie Payroll Services will assume that all such information provided to Genie Payroll Services by Employer, its designee or another existing or former service provider is complete and accurate and is under no duty to question the completeness or accuracy of such information. Employer will review any information and/or reports provided by Genie Payroll Services in accordance with this Agreement as soon as possible after Employer has received such information and Employer will notify Genie Payroll Services of any errors in such information and/or reports as soon as possible after its review.

F. Confidentiality and Disclosure

1. All information, whether printed, written or oral, in answer to an inquiry or voluntarily furnished by Employer or its agents or employees to Genie Payroll Services shall be held in confidence by Genie Payroll Services and used and disclosed solely for the purposes of fulfillment of the terms of this Agreement. Employer and Genie Payroll Services each acknowledge that as a result of entering into this Agreement, each party has, and will continue to reveal and disclose to the other, information that is proprietary and/or confidential to such party. Employer and Genie Payroll Services agree that each party will (a) keep such proprietary and/or Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) will not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure).

2. Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information for purposes hereof (a) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this Agreement, Confidential Information is defined as any information in written, human-readable, machine-readable, or electronically recorded form (and identified as confidential and/or proprietary or words of similar import) and information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, fi les, records and correspondence concerning the parties’ respective businesses or finances. The terms and conditions related to confidentiality in this Agreement shall survive the termination of this Agreement. Employer agrees that it shall not disclose to any other party, nor shall Employer use for its own benefit, the details or written evidence of services provided by Genie Payroll Services hereunder without the express prior written consent of Genie Payroll Services.

G. Force Majeure

Genie Payroll Services shall not be deemed in default of this Agreement, nor held responsible for any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of god, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business, including internet access, or any change in or the adoption of any law, judgment or decree.

H. Communications

All communications provided for herein between the parties shall be sent by confirmed facsimile; by guaranteed overnight mail, with tracing capability; by first class United States mail, with postage prepaid; or by e-mail addressed to the other party at their respective addresses as set forth herein. All communications between the parties are deemed provided when sent except as otherwise set forth in this Agreement. Employer agrees that Genie Payroll Services may communicate confidential, protected, privileged or otherwise sensitive information to Employer through a named contact designated by Employer (“Designated Person”), either below or as otherwise indicated by Employer in writing, and specifically agrees to indemnify Genie Payroll Services and hold it harmless for any such damages or costs arising from communication to such Designated Person attempted via facsimile, mail, telephone, e-mail or any other media to the extent that Genie Payroll Services did not breach its Standard of Care in sending the information.

I. Entire Agreement

This instrument (including documents specifically incorporated into and made a part of this Agreement by reference) embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this Agreement shall supersede all previous communications, representations or agreements, either verbal or written, between the parties hereto. Failure by Employer or Genie Payroll Services to insist upon strict performance of any provision of this Agreement will not modify such provision, render it unenforceable, or waive any subsequent breach. This Agreement and its subject matter shall be construed under the laws of the state of North Carolina. If any part, section, clause, or provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other part, section, clause, or provision thereof.

J. Amendments, Waivers and modifications

This agreement may be amended only by written agreement of the duly authorized officials of Employer and Genie Payroll Services except as otherwise set forth herein. In addition, any failure by Genie Payroll Services to enforce a right provided for in this Agreement shall not be considered a waiver of that right unless expressly set forth as such in writing.

K. Assignment

Neither party can assign this Agreement without prior written consent from the other party.

L. Indemnification and Liability

1. Genie Payroll Services will exercise the same reasonable care and due diligence in performing its obligations under this Agreement that a prudent administrator in the same industry would exercise (herein after, the “Standard of Care”). It shall not be a breach of the Standard of Care set forth herein if Genie Payroll Services acts in accordance with Employer’s written instructions.

2. Except as otherwise provided in this Agreement, Genie Payroll Services will indemnify and hold Employer, its officers and employees harmless against all direct monetary damages of a compensatory nature to the extent such damages are reasonably ascertainable and only to the extent that such damages are the direct and proximate result of Genie Payroll Services’s breach of the Standard of Care set forth herein.

3. Employer agrees to indemnify and hold Genie Payroll Services, its officers, and employees harmless from and against all direct monetary damages of a compensatory nature, in connection with any action, suit, administrative proceeding or settlement related to the Genie Payroll Services’s administrative services to Employer to the extent such damages arising from or related to services provided under this Agreement are not the direct and proximate result of Genie Payroll Services’s breach of the Standard of Care set forth herein.

4. Under no circumstance will either party be liable to the other in a breach of contract claim for any incidental, consequential and/or punitive damages.

M. Termination of Agreement

1. Either party may terminate this Agreement for any reason effective no earlier than 30 days after written notice is provided to the other party. This Agreement will automatically terminate if the reason for termination is the failure by Employer to pay a fee by the due date (including any grace period), retroactively effective as of the last day of the period for which a fee was properly made in accordance with this Agreement, except as otherwise provided in writing by Genie Payroll Services. Upon termination of the Agreement, Employer’s access to Genie Payroll Services’s proprietary, web-based system shall be terminated immediately, unless the parties agree otherwise.

2. On the date the Agreement is terminated (the “Termination Date”), Genie Payroll Services shall return to Employer all of Employer’s funds held by it, less all fees and expenses due Genie Payroll Services. If Employer’s funds held by Genie Payroll Services are not sufficient to pay all fees and expenses through the Termination Date, Employer shall pay on the Termination Date all remaining sums owed to Genie Payroll Services. All services under this Agreement shall cease on the Termination Date. Notwithstanding the foregoing, if Employer is terminating this Agreement, termination shall not be effective until Genie Payroll Services and Employer have each had reasonably sufficient time to act on the notice. All other services shall be deemed terminated on the Termination Date and all fees to be paid and funds to be returned with respect to the other services shall be paid or returned after a final audit.

3. If Employer breaches any of its obligations in this Agreement, or if Genie Payroll Services’s transactions on Employer’s behalf are returned for any reason (including insufficient funds), then Genie Payroll Services may terminate this Agreement and recover from Employer, in addition to all amounts owed by Employer to Genie Payroll Services, all damages caused by Employer’s breach. Employer shall promptly reimburse Genie Payroll Services for all collection costs, including reasonable attorney’s fees, which Genie Payroll Services may incur as a result of Employer’s default.

Genie Payroll Services Service Agreement - HIPAA Confidentiality Appendix

This HIPAA Confidentiality Appendix (“Appendix”) is by and between Employer in its individual capacity and on behalf of its group health plan(s) (“Plan(s)”) and Genie Payroll Services, in its capacity as service provider to both the Plan and Employer. This Appendix is incorporated into and made a part of the Genie Payroll Services Service Agreement (“Agreement”) between Employer and Genie Payroll Services. The effective date of this Appendix is the effective date of the Agreement. This Appendix is effective until terminated as set forth below or the Agreement is terminated in accordance with the terms of the Agreement.

A. Scope and Purpose

Generally, this Appendix is intended to comply with the privacy, security, breach notification and enforcement rules at 45 CFR Parts 160 and 164 (“HIPAA Rules”), issued pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”). The parties agree and acknowledge that this Appendix is intended to serve the same purposes as a Business Associate Agreement as that term is defined in the HIPAA Rules.

In agreeing to this Appendix, both Employer and Genie Payroll Services acknowledge that the Plan and Employer are separate and distinct entities and that Genie Payroll Services may perform services both on behalf of the Plan and also on behalf of Employer in its capacity as Plan Sponsor. Genie Payroll Services is considered a Business Associate under the HIPAA Rules only with respect to services it performs on behalf of the Plan, which is a Covered Entity under HIPAA, if any, and an Agent of Employer with respect to services it performs on behalf of Employer/Plan Sponsor, if any. This Appendix sets forth the responsibilities of Genie Payroll Services in its capacity as a Business Associate and in its capacity as Agent of Employer, as required by HIPAA Rules. See 45 CFR §164.504(e) & (f) for more information.

This Appendix also sets forth Employer’s responsibilities under this Appendix. Genie Payroll Services is referred to as Agent of Employer in this Appendix for the sole purpose of identifying the distinction between its role as a service provider to the Plan and as a service provider to Employer related to the use and disclosure of health information. The use of the term “agent” is not intended to define the legal relationship between Employer and Genie Payroll Services.

A reference in this Appendix to a section in the HIPAA Rules means the section as in effect or as amended. Any ambiguity in this Appendix

will be interpreted to permit compliance with the HIPAA Rules.

B. Definitions

The following terms used in this Appendix have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (“PHI”), Required by Law, Secretary, Security Incident, Subcontractor, Unsecured PHI and Use. Other capitalized terms used but not defined in this Agreement have the same meaning as those terms are defined in the HIPAA Rules. Other defined terms are as follows:

1. “Business Associate” has the same meaning as the term “business associate” at 45 CFR §160.103.

2. “Covered Entity” generally has the same meaning as the term “covered entity” at 45 CFR §160.103.

3. “Representative” includes Business Associate’s managing members (as applicable), trustees, general partners (as applicable), financial

and legal advisors and all other individuals, including employees, who are performing functions related to the subject matter of this

Agreement.

C. Responsibilities of Business Associate

1. Scope of Responsibilities. All services performed by Genie Payroll Services in accordance with the Agreement other than those set forth in Section D below will be considered performed on behalf of the Plan and are subject to the provisions set forth in this Section C.

2. Confidentiality. At all times, both during and after the termination of its relationship with the Plan for any reason, Business Associate and its Representatives will not use, disclose or give others any of the PHI in any manner whatsoever, except as provided in Sections C.3 and C.4 of this Appendix, and will hold and maintain the PHI in confidence. Business Associate will ensure that appropriate safeguards are in place to prevent the use or disclosure of the PHI otherwise than as permitted by this Agreement or HIPAA.

3. Permitted Uses and Disclosures. Except as otherwise limited in this Appendix, Business Associate may use or disclose PHI, provided that the use or disclosure of PHI would not violate the HIPAA Rules, as follows: (i) as permitted or required in this Appendix and in the Agreement; (ii) as otherwise permitted by the HIPAA Rules; (iii) as Required by Law; (iv) for the proper management and administration of Business Associate; (v) to fulfill any present or future legal responsibilities; (vi) for Data Aggregation services, only as permitted or required by this Agreement or the HIPAA Rules; or (vii) any use or disclosure of PHI that has been de-identified as defined by the Privacy Security/Security Rules.

(a.) Business Associate shall document any disclosures of PHI and the information related to those disclosures to respond to an accounting of disclosures of PHI if requested by Employer in accordance with the HIPAA Rules and to provide the documentation to the Plan as it may request from time to time.

(b.)If Business Associate maintains PHI in a Designated Record Set, Business Associate shall provide access to the PHI to the Individual or the Individual’s designee as necessary to satisfy the Plan’s obligations under the HIPAA Rules. Business Associate shall amend PHI that it maintains in a Designated Record Set as directed or agreed to by the Plan and to incorporate any amendments to PHI.

(c.) Business Associate may disclose PHI to its agents or Subcontractors with a bona fide need to know the PHI, but only if, prior to the disclosure, these agents or Subcontractors will agree to the same restrictions, conditions and requirements that apply to Business Associate with respect to PHI.

(d.) Business Associate may disclose PHI to other third party vendors provided that Business Associate has received instruction to do so from Employer. Business Associate may assume upon instruction from Employer that the third party vendor has properly entered into a Business Associate Agreement where required.

(e.) Business Associate shall make reasonable efforts to use or disclose no more than the minimum amount of PHI necessary to accomplish the intended purpose. The Minimum Necessary standard will not apply in these situations:

 Disclosures to or requests by a health care provider for treatment

 Uses or disclosures made to an Individual regarding the Individual’s PHI or as authorized by the Individual in writing

 Disclosures to the Secretary or as Required by Law

 Uses or disclosures required for compliance with HIPAA

4. Required Uses and Disclosures. Business Associate may disclose the PHI revealed to it by the Plan only to the extent the disclosure is

required by Law or is in compliance with a court order. Business Associate shall make its internal practices, books and records, relating to the use and disclosure of PHI received from or created or received by Business Associate on behalf of the Plan, available to the Secretary for purposes of determining the Plan’s compliance with the HIPAA Rules.

5. Required Notice to Business Associate. In accordance with HIPAA, and to the extent that the limitation may affect Business Associate’s use or disclosure of PHI, Employer, acting on behalf of the Plan, shall notify Business Associate of any limitation(s) in its notice of privacy practices, including but not limited to any change in, or revocation of, permission by an Individual to use or disclose PHI. Employer, acting on behalf of the Plan, shall also notify Business Associate of any restriction to the use or disclosure of PHI that it has agreed to in accordance with HIPAA, to the extent that the restriction may affect Business Associate’s use or disclosure of PHI. The Plan shall not request Business Associate to use or disclose PHI in any manner that would violate the HIPAA Rules if done by the Plan, excep t for Data Aggregation or management and administration and legal responsibilities of the Business Associate.

6. Required Notice to the Plan. Business Associate shall notify the Plan of any use or disclosure of PHI otherwise than as provided by this Agreement, including but not limited to any Security Incident of which it becomes aware, as soon as possible but no later than within ten days of becoming aware of the prohibited use of disclosure. Notice to one of the employees designated by Employer in accordance with Section C.7 is considered notice to the Plan.

7. Disclosure to Employees of Employer:

a. When Business Associate discloses PHI to Employer, the Plan acknowledges and agrees that Business Associate shall only disclose PHI to

the employees who are identified in the Notice of Privacy Practices distributed by Employer as having access to PHI and employees whom the Employer has designated as HIPAA contacts. The Plan agrees and acknowledges that these disclosures are solely for purposes of carrying out Plan administration functions that Employer performs for its Plan.

b. Employer shall timely notify Business Associate in writing of any changes to the names or positions of employees listed in the Notice of Privacy Practices and changes to a HIPAA designated contact. Business Associate has no duty to inquire whether Employer’s list of designated HIPAA contacts is accurate or up to date.

c. Employer shall indemnify and hold harmless Business Associate (and its employees) for any and all liability Business Associate may incur as a result of any improper use or disclosure of PHI by Employer or its employees. Business Associate shall indemnify and hold harmless Employer (and its employees) for any and all liability Employer may incur as a result of any improper use or disclosure of PH I by Business Associate.

8. Electronic Data Interchange (EDI). Business Associate agrees to comply with the EDI standard transaction requirements in the HIPAA Rules to the extent applicable.

9. Security. Business Associate shall:

a. Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and

availability of electronic PHI that it creates, receives, maintains or transmits on behalf of the Plan and prevent use or disclosure of

electronic PHI other than as provided for by this Appendix.

b. Ensure that any agent or Subcontractor to whom it provides electronic PHI agrees to implement reasonable and appropriate safeguardsto protect electronic PHI.

10. Additional Requirements from the HITECH Act. Business Associate shall:

a. Comply with the HIPAA Rules in the same manner that a Covered Entity is required to comply in the performance of one or more of the Plan’s HIPAA obligations.

b. Refrain from directly or indirectly receiving remuneration in exchange for any PHI of an Individual unless specifically allowed by HIPAA.

c. Comply with the marketing limitations in HIPAA.

d. Comply with any required accounting of PHI disclosures as necessary to satisfy the Plan’s obligations under the HIPAA Rules.

e. Notify the Plan of a Breach of Unsecured PHI, following the discovery of the Breach, without unreasonable delay and in no case later

than 60 calendar days after discovery of the Breach. Breaches are treated as discovered on the first day on which the Breach is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate. The Plan agrees that all other Breach notifications (including but not limited to disclosures to individuals, the Department of Health and Human Services and/or prominent media outlets) are the responsibility of the Covered Entity, as specified in the HITECH Act.

D. Responsibilities of Agent of Employer

1. Scope of Responsibility. Genie Payroll Services performs the services set forth in Section D.2 on behalf of Employer as agent of Employer to assist

Employer with Employer’s obligations related to the Plan.

2. Scope of Services. The following services are performed by Genie Payroll Services as Agent of Employer:

a. Services that facilitate and report the enrollment and disenrollment of employees and their eligible dependents in the Plan.

b. Services that facilitate the payment of premiums under the Plan.

3. Scope of Responsibilities of Agent of Employer. Genie Payroll Services, as Agent of Employer, agrees to the same conditions and restrictions set

forth in Sections C.2 through C.10 to the extent the information received from Employer originated from the Plan (i.e., the information was once PHI). With regard to all other individual identifiable health information, Genie Payroll Services agrees to use its best efforts to protect the confidentiality of the information and to only use the information as necessary to perform services referenced in Section D.2 or as otherwise required or permitted by applicable law.

4. Electronic Data Interchange. Employer acknowledges that Agent of Employer is under no obligation to comply with the EDI standard transaction requirements set forth in 45 CFR Parts 160 and 162 and the security rules set forth in 45 CFR §164.302 et seq. with respect to services set forth in Section D.2.

E. Termination

1. Termination for Cause. If Business Associate violates a material term of this Appendix, Employer may choose to do one of the following: a. Provide an opportunity for Genie Payroll Services to cure the breach or end the violation within a reasonable amount of time and terminate this

Appendix and/or this Agreement if Genie Payroll Services does not cure the breach or end the violation within the time specified by Employer. b. Immediately terminate this Appendix and/or this Agreement if cure is not possible.

2. Business Associate Obligations upon Termination.

a. Upon termination of this Appendix and/or this Agreement, Genie Payroll Services shall return to the Plan or destroy all PHI received from the Plan,

or created, maintained or received by Genie Payroll Services on behalf of the Plan in any form except to the extent determined infeasible as set forth in Section 2b. This provision shall apply to PHI that is in the possession of Subcontractors or agents of Genie Payroll Services. Genie Payroll Services shall retain no copies of the PHI.

b. If Genie Payroll Services determines, in its sole discretion, that returning or destroying the PHI is infeasible, Genie Payroll Services shall notify the Plan of the conditions that make return or destruction infeasible. In that event, Genie Payroll Services shall:

 Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities.

 Return to the Plan or destroy the remaining PHI that Business Associate still maintains in any form.

 Continue to use appropriate safeguards and comply with the HIPAA Rules with respect to electronic PHI to prevent use or disclosure of

the PHI, other than as provided for in this Section E, for as long as Business Associate retains the PHI.

 Refrain from using or disclosing the PHI retained by Business Associate other than for the purposes for which the PHI was retained and

continue to comply with the permitted uses and disclosures that applied prior to termination of this Appendix.

 Return to the Plan or destroy the PHI retained by Business Associate when no longer needed for its proper management and

administration or to carry out its legal responsibilities.

3.Survival. The obligations of Business Associate under this Section E shall survive the termination of this Appendix and/or this Agreement.