(a) Business Associate may only use or disclose protected health information as necessary to perform the services set forth in the agreement for services entered into between the parties (“Underlying Agreement”).
(b) Business Associate may use or disclose protected health information as required by law.
(c) Business Associate shall make uses and disclosures and requests for protected health information consistent with Covered Entity’s minimum necessary policies and procedures.
(d) Business Associate may not use or disclose protected health information 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 in this Agreement.
(e) 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.
(f) Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity.
(a) 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.
(b) 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.
(c) 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.
Covered Entity shall not request Business Associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except if the Business Associate will use or disclose protected health information for, and the agreement includes provisions for, data aggregation or management and administration and legal responsibilities of the Business Associate.
(a) Term. The Term of this Agreement shall be effective as of the Effective Date, and shall terminate when all protected health information is no longer in the possession of Business Associate or on the date this Agreement terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
(b) Termination for Cause. Either party may terminate this Agreement if a party determines the other party has violated a material term of the Agreement and the breaching party has not cured the breach or ended the violation within the time period agreed upon between the parties.
(c) 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:
(i) Retain only that protected health information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
(ii) Destroy the remaining protected health information that the Business Associate still maintains in any form;
(iii) 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;
(iv) 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 3 which applied prior to termination; and
(v) Destroy the protected health information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
(d) Survival. The obligations of Business Associate under this Section shall survive the termination of this Agreement.
Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party and the other party’s affiliates (the “Indemnified Parties”), from and against any and all loss, expense, damage or injury (including, without limitation, all costs and reasonable attorneys’ fees) that the Indemnified Parties may sustain as a result of, or arising out of (a) any unauthorized use, disclosure or breach of protected health information by the Indemnifying Party or its agents or subcontractors; and (b) any negligence or wrongful acts or omissions by the Indemnifying Party or its agents or subcontractors, including, without limitation, failure to perform its obligations under the HIPAA Rules.
Notwithstanding the foregoing, nothing in this Section 7 shall limit any rights any of the Indemnified Parties may have to additional remedies under the Underlying Agreement or under applicable law for any acts or omissions of the Indemnifying Party or its agents or subcontractors.
(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
(b) Amendment. 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.
(c) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
(d) Governing Law. Except to the extent preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
(e) Counterparts. This Agreement may be executed in multiple counterparts, by facsimile, .pdf or otherwise, each of which shall be an original, but all of which together shall constitute one and the same instrument.