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(ii) Continuing Privacy Obligation. Business Associate's obligation to protect the privacy of Covered Entity's Protected Health
<br />Information as specified in this Agreement will be continuous and survive termination, cancellation, expiration or other conclusion of
<br />this Agreement.
<br />3. Indemnification. Business Associate will indemnify and hold harmless Covered Entity and any Covered Entity affiliate, officer,
<br />director, employee or agent from and against any claim, cause of action, liability, damage, cost or expense, including, without limitation,
<br />reasonable attorneys' fees and court costs, arising out of or in connection with any non -permitted or violating use or disclosure of
<br />Protected Health Information or other breach of this Agreement by Business Associate or any Subcontractor, of Business Associate or
<br />other person or entity under Business Associate's control.
<br />Covered Entity will indemnify and hold harmless Business Associate and any Business Associate affiliate, officer, director, employee or
<br />agent from and against any claim, cause of action, liability, damage, cost or expense, including, without limitation, reasonable attorneys'
<br />fees and court costs, arising out of or in connection with Covered Entity's release of non -permitted Protected Health Information to
<br />Business Associate and/or Covered Entity's failure to notify Business Associate of any changes in, or revocation of, permission by an
<br />individual to use or disclose the individual's Protected Health Information, which changes affect Business Associate's permitted or
<br />required uses or disclosures.
<br />E. General Provisions.
<br />1. Inspection of Internal Practices, Books, and Records. Business Associate will make its internal practices, books, and records,
<br />relating to its use and disclosure of Covered Entity's Protected Health Information available to Covered Entity and to DHHS to
<br />determine Covered Entity's compliance with 45 C.F.R. Parts 164, Subpart E "Privacy of Individually Identifiable Health Information."
<br />This agreement to disclosure by Business Associate is not intended to waive any attorney-client privilege claimed by Business Associate.
<br />2. Definitions. The capitalized terms "Covered Entity," "Protected Health Information," "Standard," "Required by Law" and
<br />"Transaction" have the meanings set out in 45 C.F.R. § 160.103. The terms "Health Care Operations," "Payment," "Research," and
<br />"Treatment" have the meanings set out in 45 C.F.R. § 164.501. The terms "Limited Data Set" and "Standard Transaction" have the
<br />meanings set out in, respectively 45 C.F.R. § 164.514(e) and 45 C.F.R. § 162.103. The term "use" means with respect to Protected Health
<br />Information, utilization, employment, examination, analysis or application within Business Associate. The terms "disclose" and
<br />"disclosure" mean, with respect to Protected Health Information, release, transfer, providing access to or divulging to a person or entity
<br />not within Business Associate.
<br />3. Amendment to Agreement. Upon the compliance date of any final regulation or amendment to final regulation promulgated by
<br />DHHS that affects Business Associate's use or disclosure of Covered Entity's Protected Health Information or Standard Transactions,
<br />this Agreement will be automatically amended such that the obligations imposed on Business Associate remain in compliance with the
<br />final regulation, unless Covered Entity or Business Associate elects to terminate Agreement in accordance with Section D(2)(b) of this
<br />Agreement. No other alteration or modification of the terms and conditions of this Agreement shall be valid or of any force or effect
<br />unless it is expressly in a written memorandum executed for Parties by persons duly authorized to do so.
<br />4. Assignment. Covered Entity may assign this Agreement or any of its rights or obligations hereunder to any successor through merger,
<br />sale or consolidation with prior written notice to and approval of Business Associate. Business Associate may assign this Agreement or
<br />any of its rights or obligations hereunder to any successor through merger, sale or consolidation with prior written notice to and approval
<br />of Covered Entity.
<br />5. Interpretation. This Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, the regulations
<br />promulgated thereunder (45 C.F.R. Parts 160-164) and applicable state laws. The parties agree that any ambiguity in this Agreement shall
<br />be resolved in favor of a meaning that complies and is consistent with these laws and regulations.
<br />6. Relationship of Parties. No relationship of employer and employee, or partners or joint ventures between Covered Entity and
<br />Business Associate is created by this Agreement, and neither Party may therefore make any claim against the other Party for social
<br />security benefits, workers' compensation benefits, unemployment insurance benefits, vacation pay, sick leave or any other employee
<br />benefit of any kind. In addition, neither Party shall have any power or authority to act for or on behalf of, or to bind, the other except as
<br />herein expressly granted, and no other or greater power or authority shall be implied by the grant or denial of power or authority
<br />specifically mentioned herein.
<br />7. Entire Agreement. This Agreement constitutes the entire contract between the Parties relative to Business Associate's performance of
<br />duties described in the first page of this Agreement, and cancels, replaces and supersedes any and all previous agreements relating to
<br />such service.
<br />A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. 6UTLER, CLERK
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