Business Associates Agreement

This Business Associate Agreement (“BAA”) is entered into in connection with a Master Services Agreement (“MSA”) or similarly titled contract between Anatomy IT, LLC, a New York limited liability company or one of its affiliated entities (the “Provider” or “Business Associate”) and the Client found on the related Order or Statement of Work (“Client” or “Covered Entity”).

This BAA documents the safeguards imposed upon the parties to protect health information that is subject to the Health Insurance Portability and Accountability Act, as amended, and the regulations promulgated thereunder (“HIPAA”). Capitalized terms shall have the meanings ascribed to them by HIPAA. This BAA applies to each agreement between Provider and Client under which Provider acts as a Business Associate with respect to protected health information (“PHI”) as part of its performance. This BAA is effective on date signed by Client on the Order or Statement of Work (“Agreement Effective Date”), and, upon execution of the Order or Statement of Work (“Order”), is subject to and becomes part of the MSA; and together with the MSA, Order, Statement of Work, and other relevant Service Attachments forms the entire agreement (“Client Agreements”) between the parties.

The parties agree as follows:

OBLIGATIONS OF BUSINESS ASSOCIATE

Business Associate agrees to:

  1. Not use or disclose protected health information other than as permitted or required by the Client Agreements or as required by law,
  2. Use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of PHI other than as provided for by the Client Agreements,
  3. Report to covered entity any use or disclosure of protected health information not provided for by the Client Agreements of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware,
  4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information,
  5. Make available PHI in a designated record set to the covered entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.524,
  6. Make any amendment(s) to PHI in a designated record set as directed or agreed to by the covered entity pursuant to 45 CFR 164.526 or take other measures as necessary to satisfy covered entity’s obligations under 45 CFR 164.526,
  7. To the extent required by regulators, maintain and make available the information required to provide an accounting of disclosures to the covered entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.528,
  8. To the extent the Business Associate is to carry out one or more of covered entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s), and
  9. To the extent required by regulators, make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

PERMITTED USES AND DISCLOSURES

  1. Business Associate may only use or disclose PHI as necessary to perform the services set forth in the Client Agreements.
  2. The Business Associate is authorized to use PHI to de-identify the information in accordance with 45 CFR 164.514(a)-(c). The parties also may wish to specify the way the Business Associate will de-identify the information and the permitted uses and disclosures by the Business Associate of the de-identified information.
  3. Business Associate may use or disclose PHI as required by law.
  4. Business Associate agrees to make uses and disclosures and requests for PHI consistent with covered entity’s minimum necessary policies and procedures.
  5. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by covered entity.
  6. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
  7. Business Associate may provide data aggregation services relating to the health care operations of the covered entity.

PRIVACY PRACTICES AND RESTRICTIONS

  1. Covered entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of covered entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.
  2. Covered entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.
  3. Covered entity shall notify Business Associate of any restriction on the use or disclosure of PHI that covered entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

PERMISSIBLE REQUESTS

Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity.

TERM AND TERMINATION

  1. Term. The Term of this Agreement shall be effective as of the Agreement Effective Date and shall terminate upon the termination of all Client Agreements or upon the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
  2. Termination for Cause. Should the Covered Entity become aware of a pattern of activity or practice that constitutes a material breach of this BAA by Business Associate, Covered Entity shall provide Business Associate with written notice of such breach in sufficient detail to enable Business Associate to understand the specific nature of the alleged breach. Covered Entity may terminate this Agreement and the underlying Client Agreements if, after the Covered Entity provides the notice to Business Associate, Business Associate fails to cure the breach to the reasonable satisfaction of the Covered Entity within forty five (45) days after Business Associate’s receipt of such notice; provided that Business Associate acknowledges that any Breach of Unsecured PHI must be cured within the time frame required by 45 CFR 160.410(b).
  3. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall:
    1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities,
    2. Return to Covered Entity or, if agreed to by covered entity, destroy the remaining PHI that the Business Associate still maintains in any form,
    3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI,
    4. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set forth in this Agreement, and
    5. Return to Covered Entity or, if agreed to by Covered Entity, destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

In addition, Covered Entity’s termination of this Agreement for cause constitutes good cause for Covered Entity to terminate any Client Agreements signed under the MSA in connection with which Business Associate received any PHI from Covered Entity.

MISCELLANEOUS

  1. Limitation of Liability. Covered Entity agrees that the total cumulative liability of Business Associate (including incidental, indirect, special, consequential and punitive damages) will not exceed the total amount of all fees paid to Business Associate by Covered Entity under the Order giving rise to the liability during the twelve (12) months immediately preceding the event giving rise to such liability.
  2. Notices. All notices required by or relating to this BAA (other than routine operational communications) will be in writing and signed by an authorized representative of the party providing such notice and will be sent by means of e-mail with a copy by certified mail, postage prepaid, to the receiving party at its address set forth in the relevant Order.
  3. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the state of New York, without regard to conflicts of law principles thereof, and each party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the state of New York.
  4. Survival. The obligations of the parties shall survive the termination of this BAA