Business Associate Agreement
Customer, a Covered Entity, and hereafter referred to as the “Covered Entity”, and Troy Group, Inc. hereafter referred to as “Business Associate” enter into the following Agreement between the Covered Entity and Business Associate in connection with that certain DischargeRx Software as a Service Agreement (the “Service Agreement”) executed by Troy Group, Inc. and Customer. This Business Associate Agreement (“Agreement”) is made in accordance with the Health Insurance and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, and the final omnibus rule published in January 2013. The parties agree as follows:
- 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.
Specific definitions:
(a) 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 agreement, shall mean Troy Group, Inc.
(b) 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 agreement, shall mean Customer.
(c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
- Obligations and Activities of Business Associate. Business Associate agrees to:
(a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
(b) 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;
(c) 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 CFR 164.410, and any security incident of which it becomes aware;
(d) 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 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;
(e) 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;
(f) 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;
(g) 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;
(h) 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
(i) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
- Permitted Uses and Disclosures by Business Associate
(a) Business associate may only use or disclose protected health information as necessary to perform the services in the Service Agreement. Business associate is authorized to use protected health information to de-identify the information in accordance with 45 CFR 164.514(a)-(c) as necessary to perform the services in the Service Agreement.
(b) Business associate may use or disclose protected health information as required by law.
(c) Business associate agrees to limit uses and disclosures and requests for protected health information to the minimum amount necessary to achieve the purposes set forth in the underlying Service Agreement.
(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.
- Provisions for Covered Entity to Inform Business Associate of Privacy Practices and
Restrictions
(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.
- 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 Subpart E of 45 CFR Part 164 if done by covered entity.
- Term and Termination
(a) Term. The Term of this Agreement shall be effective as of date of the underlying Service Agreement, and shall terminate when (i) all of the protected health information provided by covered entity to business associate, or created or received by business associate on behalf of covered entity, is destroyed or returned to covered entity, or if it is not feasible to return or destroy protected health information, protections are extended to such information or (ii) on the date covered entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
(b) Termination for Cause. Business associate authorizes termination of this Agreement by covered entity, if covered entity determines business associate has violated a material term of the Agreement and business associate has not cured the breach or ended the violation within the time specified by covered entity.
(c) Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, business associate shall return to covered entity or 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 or if it is not feasible to return or destroy protected health information, protections are extended to such information.
(d) Survival. The obligations of business associate under this Section shall survive the termination of this Agreement.
- Miscellaneous
(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) Limitation of Liability. Unless otherwise prohibited by law, Business Associates liability under this Agreement shall be subject to the limitations of liability set forth in the Service Agreement.
