Hipaa Business Associate Agreement

Reimbursify HIPAA Business Associate Agreement for HIPAA-Covered Entities

Reimbursify HIPAA Business Associate Agreement for HIPAA-Covered Entities

Not all practitioners are HIPAA-covered entities.  Practitioners should consult their own legal
advisor to make this determination.  Further guidance is available in the
Reimbursify Practitioner Terms of Service.

I. Definitions

(a) Catch-all Definitions. The following terms used in this 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.

(b) Specific Definitions:

1. Business Associate.  “Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 CFR 160.103
2. Covered Entity.  “Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 CFR 160.103.
3. HIPAA Rules.  “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

II. Obligations and Activities of Business Associate

Business Associate agrees to:

1. Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
2. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;
3. Report to Covered Entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, ncluding breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware ithout unreasonable delay, and in any event no more than five (5) business days following discovery; provided, however, that the Parties acknowledge and agree that this Section II(c) constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which notice to Covered Entity by Business Associate shall be required only upon request.  “Unsuccessful Security Incidents” shall include, but not be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of PHI.  Business Associate’s notification to Covered Entity of a Breach shall include: (i) the identification of each individual whose nsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during the Breach; and (ii) any particulars regarding the Breach that Covered Entity would need to include in its notification, as such particulars are identified in 45 CFR 164.404;
4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, enter into a written agreement with any agent or subcontractor that creates, receives, maintains, or transmits protected health information on behalf of the Business Associate for services provided to Covered Entity, providing that the agent or subcontractor agree to the same restrictions, conditions, and requirements that are no less protective of privacy and security than those that apply to the Business Associate with respect to such information;
5. Make available protected health information in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;
6. Make any amendment(s) to protected health information 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’s obligations under 45 CFR 164.526;
7. 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;
8. To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s) under the Privacy Rule at Subpart E of 45 CFR Part 164, comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligation(s); and
9. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

III.Permitted Uses and Disclosures by Business Associate

1. Business Associate may only use or disclose protected health information as necessary to perform the services set forth in the Service Agreement.
2. Business Associate is authorized to use protected health information to de-identify the information in accordance with 45 CFR 164.514(a)-(c).
3. Business Associate may use or disclose protected health information as required by law.
4. Business Associate agrees to make uses, disclosures, and requests for protected health information consistent with Covered Entity’s minimum necessary policies and procedures.
5. Business Associate may not use or disclose protected health information in a manner that would violate the Privacy Rule at Subpart E of 45 CFR Part 164 if done by Covered Entity except for the specific uses and disclosures set forth below.
6. 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.
7. Business Associate may disclose protected health information 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.
8. Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity.

IV. Provisions for Covered Entity to Inform Business
Associate of Privacy Practices and Restrictions

1. Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of protected health information.
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 protected health information, to the extent that such changes may affect Business Associate’s use or disclosure of protected health information.
3. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of protected health information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of protected health information.

V. Permissible Requests by Covered Entity

Covered Entity shall not request Business Associate to use or disclose protected health information in any manner that would not be permissible under the Privacy Rule at Subpart E of 45 CFR Part 164 if done by Covered Entity, except that Business Associate may use or disclose protected health information for management, administration, and legal responsibilities of Business Associate.

VI. Term and Termination

1. Term The Term of this Agreement shall be effective as of the Effective Date, and shall terminate when Covered Entity no longer maintains a business relationship with Business Associate, or on the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
2. Termination for Cause. Covered Entity may terminate this Agreement upon written notice to Business Associate if Covered Entity determines that Business Associate breached a material term of this Agreement. Covered Entity will provide Business Associate with written notice of the breach of this Agreement and afford Business Associate the opportunity to cure the breach within thirty (30) days of the date of such notice. If Business Associate fails to timely cure the breach, as determined by Covered Entity, Covered Entity may terminate this Agreement.
3. Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, Business Associate, with respect to protected health information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:
   1. Return to Covered Entity or, if agreed to by Covered Entity, destroy the protected health information retained by Business Associate maintained in any format. Notwithstanding anything to the contrary contained herein, Business Associate may retain protected health information for any mandatory minimum retention period to which Business Associate is subject by law or regulation.
   2. In the event that Business Associate determines that returning or destroying PHI is infeasible, continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as Business Associate retains the protected health information; and
   3. Not use or disclose the protected health information retained by Business Associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at Section III(f) and (g).
4. Survival The obligations of Business Associate under this Section shall survive the termination of this Agreement.

VII. Miscellaneous

1. Regulatory References A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
2. Compliance with Laws The Parties are required to comply with applicable federal and state laws. 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. If this Agreement must be amended to secure such compliance, the Parties will meet in good faith to agree upon such amendments. f the Parties cannot agree upon such amendments, then either party may terminate this Agreement upon thirty (30) days’ notice to the other party.
3. Construction of Terms; Interpretation. The terms of this Agreement will be construed in light of any applicable interpretation or guidance on the HIPAA Rules issued by HHS. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
4. No Third Party Beneficiaries. Nothing in this Agreement will confer upon any person other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
5. Conflicts If there is any direct conflict between an underlying agreement and this Agreement with respect to protected health information or electronic protected health information, the terms and conditions of this Agreement shall control.
6. Independent Contractor. Business Associate will be considered, for all purposes, an independent contractor, and Business Associate will not, directly or indirectly, act as agent, servant, or employee of Covered Entity or make any commitments or incur any liabilities on behalf of Covered Entity without its express written consent. Nothing in this Agreement shall be deemed to create an employment, principal-agent, or partner relationship between the Parties. Business Associate shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Agreement.

Any questions, comments or notices about these Terms should be directed to practitioners@reimbursify.com Last updated August 2022.