This HIPAA Business Associate Agreement (the “Agreement”) forms part of the Master Software as a Service Agreement, Cloud Services Agreement, or Managed Services Agreement and is entered into between Medicodio, Inc. (“Business Associate”) and Customer (“Covered Entity”) to be effective as of the date accepted by Customer (the “Effective Date”).

1. Definitions.
1. Catch-all definitions:
1. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Breach Notification, Data Aggregation, Designated Record Set, De-Identified Information, Disclosure (Disclose), Electronic Protected Health Information, Electronic Transactions Rule, Enforcement Rule, Genetic Information, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Sale, Secretary, Security Incident, Security Rule, Subcontractor, Transaction, Unsecured Protected Health Information, and Use.
2. Specific Definitions:
1. “Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 C.F.R. § 160.103, and in reference to the party to this agreement, shall mean Medicodio, Inc.
2. “Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 C.F.R. § 160.103, and in reference to the party to this Agreement, shall mean Customer.
3. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164.
4. “HITECH Act” shall mean the Health Information Technology for Economic and Clinical Health Act.
2. 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 C.F.R. 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, including Breaches of Unsecured Protected Health Information as required at 45 C.F.R. § 164.410, and any Security Incident of which it becomes aware;
4. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information 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;
5. Make available Protected Health Information in a Designated Record Set to Covered Entity AND/OR an individual or individual’s designee as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.524, including furnishing upon Covered Entity’s request or direction an electronic copy of Protected Health Information that is maintained in a Designated Record Set;
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 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.526;
7. Maintain and make available the information required to provide an accounting of Disclosures to Medicodio Inc., as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528.
8. To the extent the Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 C.F.R. Part 164 (“Privacy of Individually Identifiable Health Information”), comply with the requirements of such Subpart E that apply to the Covered Entity in the performance of such obligation(s);
9. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules;
10. Not participate in any Sale of Protected Health Information;
11. Not Use or Disclose Genetic Information for underwriting purposes in violation of the HIPAA Rules;
12. Comply with the Electronic Transaction Rule and any applicable corresponding requirements adopted by HHS with respect to any Electronic Transactions conducted by Business Associate on behalf of Covered Entity in connection with the services provided under this Agreement.
3. Representations of Business Associate. Business Associate agrees that it is directly liable under the HIPAA Rules and the HITECH Act and is subject to civil and, in some cases, criminal penalties for making Uses and Disclosures of Protected Health Information that are not authorized by this Agreement or Required by Law. Business Associate also acknowledges that it is liable and subject to civil penalties for failing to safeguard Electronic Protected Health Information in accordance with the HIPAA Security Rule.
4. Permitted Uses and Disclosures by Business Associate. Business Associate shall not Use or Disclose Protected Health Information relating to Covered Entity, except as expressly permitted under and consistent with this Section 4.
1. Business Associate may Use or Disclose Protected Health Information as necessary to perform the services set forth in the applicable Master Software as a Service Agreement, Cloud Services Agreement, or Managed Services Agreement.
2. Business Associate may Use or Disclose Protected Health Information as Required by Law.
3. Business Associate agrees to make Uses and Disclosures and requests for Protected Health Information consistent with Covered Entity’s Minimum Necessary policies and procedures, a copy of which has been furnished to Business Associate.
4. Business Associate may not Use or Disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity.
5. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
1. Notification of Breach. If Business Associate discovers a Breach of Protected Health Information, the Business Associate shall, following the discovery of the Breach of Unsecured Protected Health Information, notify the Covered Entity of such breach in accordance with this Section 6.
2. A Breach is treated as discovered by Business Associate on the first day on which such breach is known to Business Associate or, by exercising reasonable diligence, would have been known to Business Associate.  Business Associate shall be deemed to have knowledge of a Breach if the Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the Breach, who is an employee, officer, or other agent of Business Associate.
3. Business Associate shall provide the notification required under this Section 6 without unreasonable delay and in no case later than 60 calendar days after discovery of the Breach.
4. The notification shall include, to the extent possible, the identification of each individual whose Unsecured Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, used, or disclosed during the Breach.
5. Business Associate shall provide the Covered Entity with any other available information that the Covered Entity is required to include in notification to the individual under 45 C.F.R. § 164.404(c) at the time of the notification by Business Associate, and any information that is not then available promptly after such information becomes available. Information to be provided includes, to the extent possible:
1. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known;
2. A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); and
3. A brief description of what Business Associate is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches.
6. Term and Termination.
1. Term. The Term of this Agreement shall be effective as of the Effective Date and shall be coterminous with the applicable Master Software as a Service Agreement, Cloud Services Agreement, or Managed Services Agreement or on the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
2. Termination for Cause. Business Associate authorizes termination of this Agreement by Covered Entity if Covered Entity reasonably determines in good faith that Business Associate has violated a material term of the Agreement and Business Associate has not cured the Breach or ended the violation to the reasonable satisfaction of Covered Entity within ten (10) days or such longer time period specified by Covered Entity. Covered Entity authorizes termination of this Agreement by Business Associate if Business Associate reasonably determines in good faith that Covered Entity has violated a material term of the Agreement and Covered Entity has not cured the Breach or ended the violation to the reasonable satisfaction of Business Associate within ten (10) days or such longer time period agreed to in writing by Business Associate.
3. Obligations of Business Associate Upon Termination. Except as set forth in Section 7(d), upon termination of this Agreement for any reason, Business Associate shall return to Covered Entity (or, if agreed to by Covered Entity, destroy) all Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form. Business associate shall retain no copies of the Protected Health Information.
4. Transmission of PHI. If so directed by Covered Entity, Business Associate will transmit any Protected Health Information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, to another Business Associate of Covered Entity at termination.
5. Business Associate Responsibility for Subcontractors. Business Associate shall be responsible for compliance with the obligations regarding Covered Entity’s Protected Health Information described in this Section 7 with respect to any applicable Protected Health Information created, received, or maintained by Subcontractors retained by Business Associate.
6. Survival. he obligations of Business Associate under this Section shall survive the termination of this Agreement as required by applicable laws and regulations.
7. 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. 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. Any amendment to this Agreement must be in writing and signed by both parties.
3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
4. Severability. Should any provision of this Agreement be found invalid or unenforceable, the remaining terms shall still apply.
5. Entire Agreement; Waiver. This Agreement, the Master Software as a Service Agreement, Cloud Services Agreement, Managed Services Agreement, (as described on website), Privacy Policy, and Terms of Service (as described on website) incorporated fully by reference in this Agreement, constitute the entire agreement between Medicodio and Customer with respect to the subject matter of this Agreement. The provisions of this Agreement shall supersede or replace any conflicting or additional provisions, including but not limited to those contained in the Subscription Terms, or any conflicting or additional terms which may be contained in any other writing, document or the like, unless otherwise explicitly stated in this Agreement. In the event of a conflict between any provisions appearing in any other writing and in this Agreement, the provisions of this Agreement shall be controlling. This Agreement may not be modified or amended except in writing signed by the Parties.