This Business Associate Agreement ("Agreement") is entered into as of {EFFECTIVE_DATE} by and between {COVERED_ENTITY_NAME} ("Covered Entity") and Authora, Inc., a Delaware corporation ("Business Associate") (each a "Party," collectively the "Parties"). This Agreement governs Business Associate's creation, receipt, maintenance, transmission, use, and disclosure of Protected Health Information ("PHI") on behalf of Covered Entity.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the HIPAA Rules, 45 C.F.R. Parts 160 and 164, as amended.
1.1 "HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Parts 160 and 164, as amended.
1.2 "Protected Health Information" (PHI) shall have the same meaning as the term "protected health information" in 45 C.F.R. 160.103, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity.
1.3 "Electronic PHI" (ePHI) means PHI maintained in or transmitted by electronic media.
Business Associate agrees to:
2.1 Not use or disclose PHI other than as permitted or required by this Agreement, the underlying services agreement, or as required by law.
2.2 Use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI other than as provided by the Agreement.
2.3 Report to Covered Entity any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 C.F.R. 164.410, without unreasonable delay and in no case later than seventy-two (72) hours after discovery.
2.4 In accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information.
2.5 Make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.524.
2.6 Make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. 164.526.
2.7 Maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.528. Authora retains a tamper-evident, SHA-256-chained audit log for seven (7) years and provides any slice of the audit trail within twenty-four (24) hours upon request, at no additional fee.
2.8 To the extent Business Associate is to carry out one or more of Covered Entity's obligations under Subpart E of 45 C.F.R. Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations.
2.9 Make its internal practices, books, and records available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules.
3.1 Business Associate may only use or disclose PHI as necessary to perform the services set forth in the Service Agreement, including prior-authorization adjudication, evidence extraction, payer integration, clinical documentation, and audit reporting.
3.2 Business Associate may use or disclose PHI as required by law.
3.3 Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity's minimum necessary policies and procedures.
3.4 Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in Sections 3.5 and 3.6 below.
3.5 Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
3.6 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.
4.1 Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 C.F.R. 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.
4.2 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.
4.3 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 C.F.R. 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI.
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 C.F.R. Part 164 if done by Covered Entity, except for the uses and disclosures set forth in Sections 3.5 and 3.6 of this Agreement.
6.1 Term. The Term of this Agreement shall be effective as of the date set forth above and shall terminate on the earlier of the termination of the Service Agreement or on the date Covered Entity terminates for cause as authorized in paragraph 6.2.
6.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. If Business Associate does not cure the breach or end the violation within thirty (30) days, Covered Entity may terminate this Agreement.
6.3 Obligations Upon Termination. Upon termination of this Agreement for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: (a) retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (b) return to Covered Entity or, if agreed to in writing, destroy the remaining PHI that the Business Associate still maintains in any form; (c) continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI to prevent use or disclosure of the PHI; and (d) return to Covered Entity or 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.
6.4 Survival. The obligations of Business Associate under this Section shall survive the termination of this Agreement.
7.1 Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
7.2 Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
7.3 Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
Name: {COVERED_ENTITY_SIGNATORY}
Title: {TITLE}
Date: {DATE}
Name: {AUTHORA_SIGNATORY}
Title: General Counsel
Date: {DATE}