Business Associate Agreement
  1. Definitions. Terms used, but not otherwise defined in this Agreement, shall have

the same meaning as those terms in the Privacy Rule and the Security Rule.

  1. Business Associate. “Business Associate” shall mean DocsInk, LLC.
  2. Covered Entity. “Covered Entity” shall mean __________________________.
  3. Individual. “Individual” shall have the same meaning as the term “individual”

in 45 CFR §160.103 and shall include a person who qualifies as a personal

representative in accordance with 45 CFR §164.502(g).

  1. Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of

Individually Identifiable Health Information at 45 CFR Part 160 and Part 164,

Subparts A and E.

  1. Protected Health Information. “Protected Health Information” shall

have the same meaning as the term “protected health information” in 45

CFR §160.103, limited to the information created or received by Business

Associate from or on behalf of Covered Entity.

  1. Required By Law. “Required By Law” shall have the same meaning as the

term “required by law” in 45 CFR §164.103.

  1. Secretary. “Secretary” shall mean the Secretary of the Department of Health

and Human Services or his or her designee.

  1. Security Rule. “Security Rule” shall mean the Standards for Security of

Electronic Protected Health Information at 45 C.F.R. parts §160 and §164,

subparts A and C.

  1. Obligations and Activities of Business Associate.
  2. Business Associate agrees to not use or disclose Protected Health Information

other than as permitted or required by this Agreement or as Required By Law.

  1. Business Associate agrees to use appropriate safeguards to prevent use or

disclosure of the Protected Health Information other than as provided for

by this Agreement. Business Associate agrees to implement administrative,

physical and technical safeguards that reasonably and appropriately protect

the confidentiality, integrity and availability of any electronic Protected Health

Information that Business Associate creates, receives, maintains or transmits

on behalf of Covered Entity, as provided for in the Security Rule.

  1. Business Associate agrees to mitigate, to the extent practicable, any harmful

effect that is known to Business Associate of a use or disclosure of Protected

Health Information by Business Associate in violation of the requirements of

this Agreement.

  1. Business Associate agrees to report to Covered Entity any use or disclosure of

the Protected Health Information not provided for by this Agreement of which

it becomes aware. Business Associate also agrees to report to Covered Entity

any security incident, including all data breaches whether internal or external,

related to Protected Health Information of which Business Associate becomes

aware.

  1. Business Associate agrees to ensure that any agent, including a

subcontractor, to whom it provides Protected Health Information received

from, or created or received by Business Associate on behalf of, Covered

Entity, agrees to the same restrictions and conditions that apply through this

Agreement to Business Associate with respect to such information.

  1. Business Associate agrees to provide access, at the request of Covered

Entity and during normal business hours, to Protected Health Information

in a Designated Record Set to Covered Entity or, as directed by Covered

Entity, to an Individual in order to meet the requirements under 45 CFR

written notice at least five (5) business days in advance of requesting such

access. This provision does not apply if Business Associate and its employees,

subcontractors and agents have no Protected Health Information in a

Designated Record Set of Covered Entity.

  1. Business Associate agrees to make any amendment(s) to Protected Health

Information in a Designated Record Set that the Covered Entity directs or

agrees to pursuant to 45 CFR §164.526, at the request of Covered Entity

or an Individual. This provision does not apply if Business Associate and its

employees, subcontractors and agents have no Protected Health Information

from a Designated Record Set of Covered Entity.

  1. Unless otherwise protected or prohibited from discovery or disclosure by

law, Business Associate agrees to make internal practices, books, and

records, including policies and procedures, relating to the use or disclosure

of Protected Health Information received from, or created or received by

Business Associate on behalf of, Covered Entity, available to the Covered

Entity or to the Secretary for purposes of the Secretary determining Covered

Entity’s compliance with the Privacy Rule or Security Rule. Business Associate

shall have a reasonable time within which to comply with requests for such

access and in no case shall access be required in less than five (5) business

days after Business Associate’s receipt of such request, unless otherwise

designated by the Secretary.

  1. i. Business Associate agrees to maintain necessary and sufficient documentation

of disclosures of Protected Health Information as would be required for

Covered Entity to respond to a request by an Individual for an accounting of

such disclosures, in accordance with 45 CFR §164.528.

  1. On request of Covered Entity, Business Associate agrees to provide to

Covered Entity documentation made in accordance with this Agreement

to permit Covered Entity to respond to a request by an Individual for an

accounting of disclosures of Protected Health Information in accordance with

45 C.F.R.§164.528. Business Associate shall have a reasonable time within

which to comply with such a request from Covered Entity and in no case shall

Business Associate be required to provide such documentation in less than

five (5) business days after Business Associate’s receipt of such request.

  1. Except as provided for in this Agreement, in the event Business Associate

receives an access, amendment, accounting of disclosure, or other similar

request directly from an Individual, Business Associate will redirect the

Individual to the Covered Entity.

  1. Permitted Uses and Disclosures by Business Associate.
  2. Except as otherwise limited by this Agreement, Business Associate may

make any uses and disclosures of Protected Health Information necessary

to perform its services to Covered Entity and otherwise meet its obligations

under this Agreement, if such use or disclosure would not violate the Privacy

Rule if done by Covered Entity. All other uses or disclosures by Business

Associate not authorized by this Agreement or by specific instruction of

Covered Entity are prohibited.

  1. Except as otherwise limited in this Agreement, Business Associate may use

Protected Health Information for the proper management and administration

of the Business Associate or to carry out the legal responsibilities of the

Business Associate.

  1. Except as otherwise limited in this Agreement, Business Associate may

disclose Protected Health Information for the proper management and

administration of the Business Associate, provided that disclosures are

Required By Law, or Business Associate obtains reasonable assurances from

the person to whom the information 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, and the person notifies the Business

Associate of any instances of which it is aware in which the confidentiality of

the information has been breached.

  1. Except as otherwise limited in this Agreement, Business Associate may use

Protected Health Information to provide Data Aggregation services to Covered

Entity as permitted by 45 CFR §164.504(e)(2)(i)(B).

  1. Business Associate may use Protected Health Information to report

violations of law to appropriate Federal and State authorities, consistent with

  1. Obligations of Covered Entity.
  2. Covered Entity shall notify Business Associate of any limitation(s) in its notice

of privacy practices of Covered Entity in accordance with 45 CFR §164.520,

to the extent that such limitation may affect Business Associate’s use or

disclosure of Protected Health Information.

  1. Covered Entity shall notify Business Associate of any changes in, or revocation

of, permission by Individual to use or disclose Protected Health Information,

to the extent that such changes may affect Business Associate’s use or

disclosure of Protected Health Information.

  1. Covered Entity shall notify Business Associate of any restriction to the use or

disclosure of Protected Health Information that Covered Entity has agreed to

in accordance with 45 CFR §164.522, to the extent that such restriction may

affect Business Associate’s use or disclosure of Protected Health Information.

  1. Term and Termination.
  2. Term. The Term of this Agreement shall be effective as of _________________[Effective Date] , and shall terminate when all of the Protected Health Information provided

by Covered Entity to Business Associate, or created or received by Business

Associate on behalf of Covered Entity, is destroyed or returned to Covered

Entity, or, if it is infeasible to return or destroy Protected Health Information,

protections are extended to such information, in accordance with the

termination provisions in this Agreement.

  1. Termination for Cause. Upon Covered Entity’s knowledge of a material breach

by Business Associate, Covered Entity shall give Business Associate written

notice of such breach and provide reasonable opportunity for Business

Associate to cure the breach or end the violation. Covered Entity may

terminate this Agreement, and Business Associate agrees to such termination,

if Business Associate has breached a material term of this Agreement and

does not cure the breach or cure is not possible. If neither termination nor

cure is feasible, Covered Entity shall report the violation to the Secretary.

  1. Effect of Termination.
  2. Except as provided in paragraph (2) of this section, upon termination

of this Agreement for any reason, Business Associate shall return or

destroy all Protected Health Information received from, or created

or received by Business Associate on behalf of, Covered Entity. This

provision shall apply to Protected Health Information that is in the

possession of subcontractors or agents of Business Associate. Business

Associate shall retain no copies of the Protected Health Information.

  1. In the event that Business Associate determines that returning or

destroying the Protected Health Information is infeasible, Business

Associate shall provide to Covered Entity, within ten (10) business

days, notification of the conditions that make return or destruction

infeasible. Upon such determination, Business Associate shall extend the

protections of this Agreement to such Protected Health Information and

limit further uses and disclosures of such Protected Health Information

to those purposes that make the return or destruction infeasible, for so

long as Business Associate maintains such Protected Health Information.

  1. The obligation of Business Associate to maintain the confidentiality of any Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity shall survive any termination of this Agreement.

  1. Miscellaneous.
  2. Regulatory References. A reference in this Agreement to a section in the

Privacy Rule or Security Rule means the section as in effect or as amended.

  1. Amendment. The Parties agree to take such action as is necessary to amend

this Agreement from time to time as is necessary for Covered Entity to comply

with the requirements of the Privacy Rule or Security Rule and the Health

Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.

  1. Survival. The respective rights and obligations of Business Associate

under Section 5(c) of this Agreement shall survive the termination of this

Agreement.

  1. Interpretation. Any ambiguity in this Agreement shall be resolved to permit

Covered Entity to comply with the Privacy Rule or the Security Rule.

7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one original Agreement. Facsimile signatures shall be accepted and enforceable in lieu of original signatures.