Business Associate Agreement

This Agreement (“Agreement”) is made and entered into this between Hygeia II Medical Group, Inc. (“HEALTHCARE PROVIDER”) and a OB Portal user (BUSINESS ASSOCIATE).

WHEREAS, HEALTHCARE PROVIDER will make available and/or transfer to BUSINESS ASSOCIATE certain information in conjunction with goods or services that are confidential and must be afforded special treatment and protection.

WHEREAS, BUSINESS ASSOCIATE will make available, have access to and/or receive from HEALTHCARE PROVIDER certain information, that can be used or disclosed only in accordance with this Agreement and the Department of Health and Human Services (“HHS”) HIPAA Privacy and Security, Social Security Act, and the HIPAA HITECH Standards.

NOW THEREFORE, the Parties agree as follows:

1. To the limitations on use and disclosure as established under the terms of this contract.
2. BUSINESS ASSOCIATE hereby agrees to refrain from the use or disclosure of the information provided or made available other than as expressly permitted or required under this contract.
3. BUSINESS ASSOCIATE shall establish and maintain appropriate safeguards to prevent the use or disclosure of information and implement and maintain administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any electronic protected health information that BUSINESS ASSOCIATE receives from HEALTHCARE PROVIDER or that BUSINESS ASSOCIATE creates, receives, maintains or transmits on behalf of HEALTHCARE PROVIDER.

OTHER PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
Except as otherwise limited in this Agreement:
a) BUSINESS ASSOCIATE is permitted to use information if necessary to properly manage and/or administer its commerce (excluding support for marketing)
b) BUSINESS ASSOCIATE may use information to provide Data Aggregation services to HEALTHCARE PROVIDER as permitted by 45 CFR § 164.504(e)(2)(i)(B).
b) BUSINESS ASSOCIATE may use information to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR § 164.502(j)(1).

REPORTS OF IMPROPER USE OR DISCLOSURE
BUSINESS ASSOCIATE hereby agrees to immediately report to HEALTHCARE PROVIDER any and all breaches or improper uses or disclosures aside from those permitted in this Agreement or by the Health Insurance Portability and Accountability Act (HIPAA).

SAFEGUARDS TO PREVENT IMPROPER DISCLOSURES

BUSINESS ASSOCIATE agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information in any manner other than as provided for by this Agreement and as required by the Health Insurance Portability and Accountability Act. Upon request, BUSINESS ASSOCIATE shall allow HEALTHCARE PROVIDER to review such safeguards and security measures and procedures.

MITIGATION PROCEDURES

BUSINESS ASSOCIATE agrees to mitigate, to the maximum extent practicable, any harmful effect that is known to Business Associate from use or disclosure of information in a manner contrary to terms of this Agreement or according to the Health Insurance Portability and Accountability Act.

SUBCONTRACTORS AND AGENTS EMPLOYED BY BUSINESS ASSOCIATE

BUSINESS ASSOCIATE hereby agrees that any and all information provided or made available to its subcontractors or agents is subject to approval of HEALTHCARE PROVIDER and that any third-party agreement shall be executed under same terms, conditions, and restrictions on use and disclosure of information as agreed upon in this contract between HEALTHCARE PROVIDER and BUSINESS ASSOCIATE.

SANCTION PROCEDURES

BUSINESS ASSOCIATE agrees to develop/implement a punitive course of action for its employees, subcontractors, or agents who violate terms of this contract or privacy regulations under the Health Insurance Portability and Accountability Act.

RIGHT TO ACCESS BY THE FEDERAL GOVERNMENT’S DEPARTMENT OF HEALTH AND HUMAN SERVICES

BUSINESS ASSOCIATE hereby agrees to make its internal practices (including policies and procedures), books, and records relating to use or disclosure of information gained or received under terms of this Agreement available to the Secretary of the Department of Health and Human Services or the Secretary’s designee for purpose of determining compliance with Privacy and Security standards under the Health Insurance Portability and Accountability Act.

RIGHTS OF INDIVIDUALS TO ACCESS INFORMATION

BUSINESS ASSOCIATE hereby agrees to make available and provide individuals the right to inspect and receive a copy of their protected health information in accordance with 45 CFR § 164.524.

BUSINESS ASSOCIATE agrees to cooperate in making protected health information available to individuals for amendment and agrees to document explicit modifications by the individual in accordance with 45 CFR § 164.526.

BUSINESS ASSOCIATE agrees to provide an account of protected health information disclosures to an individual in accordance with 45 CFR §. 164.528.

ELECTRONIC TRANSACTIONS

If BUSINESS ASSOCIATE conducts any HIPAA Standard Transaction for or on behalf of HEALTHCARE PROVIDER, Business Associate shall comply in accordance with the HIPAA Transactions standards specified in 45 CFR § 162.

PROPERTY RIGHTS

Shared information, including de-identified protected health information, shall be and remains property of HEALTHCARE PROVIDER. BUSINESS ASSOCIATE agrees that it acquires no title or rights to an individual’s protected health information as a result of this contract.

TERMINATION FOR CAUSE

BUSINESS ASSOCIATE agrees that HEALTHCARE PROVIDER has the right to immediately terminate this Agreement and seek relief under Disputes Article if HEALTHCARE PROVIDER determines that BUSINESS ASSOCIATE has violated a material term of this Agreement.

RETURN OR DESTRUCTION OF INFORMATION

Upon termination of this Agreement for any reason, BUSINESS ASSOCIATE hereby agrees to return or destroy all information received or created on behalf of HEALTHCARE PROVIDER. BUSINESS ASSOCIATE agrees not to retain any copies of information after termination of this Agreement. If return or destruction of the information is not feasible, BUSINESS ASSOCIATE agrees to extend protections outlined in this Agreement and agrees to limit all further use or disclosure and agrees to provide HEALTHCARE PROVIDER with confirmation that the information has been destroyed.

COMPLIANCE WITH STATE LAW
BUSINESS ASSOCIATE ACKNOWLEDGES THAT BY ACCEPTING THE INFORMATION FROM HEALTHCARE PROVIDER, IT BECOMES A HOLDER OF MEDICAL RECORDS INFORMATION UNDER THE STATE PRIVACY LAWS AND IS SUBJECT TO THE PROVISIONS OF THAT LAW. IF THE HIPAA PRIVACY OR SECURITY RULES AND THE STATE PRIVACY LAW CONFLICT REGARDING THE DEGREE OF PROTECTION PROVIDED FOR PROTECTED HEALTH INFORMATION, BUSINESS ASSOCIATE SHALL COMPLY WITH THE MORE RESTRICTIVE PROTECTION REQUIREMENT.

GROUNDS FOR BREACH

Non-compliance by BUSINESS ASSOCIATE (or any of its subcontractors or agents) with any terms of this Agreement or the Health Insurance Portability and Accountability Act will automatically be considered grounds for breach.

INJUNCTIVE RELIEF

Notwithstanding any rights or remedies provided for in this contract, HEALTHCARE PROVIDER retains all rights to seek injunctive relief to prevent or stop unauthorized use or disclosure of information by BUSINESS ASSOCIATE or any agent, contractor, or third party that received information from BUSINESS ASSOCIATE.

GOOD FAITH

Parties agree to exercise good faith in performance of this contract.

INDEMNIFICATION

Both parties shall indemnify the other party and hold it harmless from and against any penalties, losses, claims, damages or liabilities (or actions in respect thereof) to which it may become subject insofar as such penalties, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any unauthorized use or disclosure of Protected Health Information.

DISPUTES

Any controversy or claim arising from or relating to the terms defined under this contract are subject to settlement by compulsory arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except for injunctive relief.

ATTORNEY FEES

Each party agrees to bear its own legal expenses and any other cost incurred for actions or proceedings brought about by enforcement of this contract, or from an alleged dispute, breach, default, misrepresentation, or injunctive action associated with the provisions of this contract.

ASSIGNMENT

Neither party has the authority to reassign this agreement without the other’s written consent.

ENTIRE AGREEMENT

The terms of this Agreement consist of this document and constitute the entire agreement between the stated parties.

AMENDMENT
BOTH PARTIES AGREE TO TAKE SUCH ACTION AS IS NECESSARY TO AMEND THIS AGREEMENT FROM TIME TO TIME AS IS NECESSARY FOR THEM TO COMPLY WITH THE REQUIREMENTS OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT.

INTERPRETATION

Any ambiguity in this Agreement shall be resolved to permit HEALTHCARE PROVIDER and BUSINESS ASSOCIATE to comply with the Health Insurance Portability and Accountability Act.