Business Associate Agreement
THIS BUSINESS ASSOCIATE AGREEMENT (“hereinafter the “Business Associate Agreement) is entered into and is effective as of the same day as the Agreement with SystemsTX, LLC and is considered a part of the Agreement with SystemsTX, LLC. WHEREAS, User (or “Covered Entity” for purposes of the Business Associate Agreement) may provide healthcare services and maintains certain PHI and records in written and electronic form concerning its patients or potential patients;
WHEREAS, SystemsTX, LLC (or “Business Associate” for purposes the Business Associate Agreement) provides the Services to Covered Entity and has agreed to provide use of the VerifyTX™ online system to Covered Entity;
WHEREAS, Covered Entity and Business Associate are committed to conducting all of their business in compliance with all applicable federal, state and local statutes, regulations, rules and policies, including but not limited to, HIPAA privacy rule and regulations enacted under its mandate, including all changes and amendments of HIPAA Privacy and Security Rules caused by the enactment of the Health Information Technology for Economic and Clinical Health Act (“HITECH”) as part of the American Recovery and Reinvestment Act of 2009 and relevant rules and regulations (collectively “the HIPAA rules”);
WHEREAS, in the course of the performance of the Services, Business Associate, and its shareholders, directors, officers, and employees, may be provided with access to PHI including demographic information, collected from individuals, or otherwise created or received by Covered Entity which relates to the past, present or future health or condition of such individuals, the provision of health care to such individuals, or the past, present, or future payment information for the provision of health care to an individual, which information identifies such individuals or with respect to which there is a reasonable basis upon which to believe that the information can be used to identify such individuals; and
WHEREAS, Covered Entity is willing to provide Business Associate with access to PHI such that Business Associate can perform the Services, provided Business Associate executes and complies with this Business Associate Agreement, as required by the HIPAA Rules:
The following terms used in this Business Associate Agreement shall 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, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
Business Associate. “Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 CFR 160.103, and in reference to the party to this Business Associate Agreement, shall mean SystemsTX, LLC.
Covered Entity. “Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the party to this Business Associate Agreement, shall mean the User of the VerifyTX™ online system.
Obligations and Activities of Business Associate
Business Associate agrees to:
- Not use or disclose PHI other than as permitted or required by the Agreements or as otherwise required by law;
- Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to PHI, to prevent use or disclosure of PHI other than as provided for by the Agreements;
- Report to Covered Entity any use or disclosure of PHI not provided for by this Agreements of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;
- 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;
- Make available PHI in a designated record set to the Covered Entity, the Individual, or a designee of the Individual as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;
- 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 obligations under 45 CFR 164.526;
- 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;
- 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
- Make its internal practices, books, and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the HIPAA Rules.
- Permitted Uses and Disclosures by Business Associate
- Business Associate may only use or disclose PHI to perform the Services set forth in the Agreements with SystemsTX, or as otherwise set forth in the Agreements.
- Business Associate may use or disclose PHI as required by law.
- Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity’s minimum necessary policies and procedures.
- 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, except for the specific uses and disclosures set forth herein below.
- 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.
- 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 or entity 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.
- Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity to third parties.
- Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions
- Covered Entity shall notify Business Associate by email at firstname.lastname@example.org, of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, immediately upon the discovery of any such limitation(s), to the extent that such limitation(s) may affect Business Associate’s use or disclosure of PHI.
- Covered Entity shall notify Business Associate by email at email@example.com, of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, immediately upon the discovery of such changes or revocation, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.
- Covered Entity shall notify Business Associate by email at firstname.lastname@example.org, 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, immediately upon the discovery of such restriction, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.
- Permissible Requests by Covered Entity
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, except where Business Associate will use or disclose PHI for data aggregation or management and administration and legal responsibilities of the Business Associate.
Term and Termination
The Term of this Business Associate Agreement shall commence on the date Covered Entity accepts the Terms and Conditions provided in the Agreement with SystemsTX and shall terminate on the date of termination of the Agreement with SystemsTX.
Business Associate authorizes termination of this Business Associate Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the Business Associate Agreement.
Upon termination of the Business Associate Agreement for any reason, Business Associate shall destroy all PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form. Business Associate shall retain no copies of PHI.
Effective Date: Last updated September 9, 2016.