This End User Business Associate Agreement (the "Agreement") is an amendment to the License and Services Agreement ("MSA") between Virtual Connect Technologies, Inc. ("Provider") and you and your company ("End User") (each a "Party" and collectively the "Parties"). This Agreement sets out the terms and conditions under which Provider makes its Mailprotector Online Information, services and products available on this web site (mailprotector.com) (the "Website"). For the purposes of this Agreement, the term "End User" means any person or entity using the Website, Products, or Services for any purpose whatsoever including, but not limited to, the posting of information, the viewing, uploading, downloading, printing or re-distribution of any images, data or documents in any manner whatsoever. By accessing this site, the "End User" agrees to all the terms and conditions set forth in this Agreement. This agreement alone does NOT constitute a fully executed Business Associate Agreeement. End User must fully execute a Business Associate Agreement with a channel partner of Provider who has entered into a current and separate Business Associate Agreement describing the terms and conditions to which Provider agrees. Applicable BAA products are defined in the License and Services Agreement. If End User is a company, acceptance of this Agreement by a person on behalf of such company constitutes acceptance by such company, and such person accepting this Agreement on behalf of such company, and its employees and affiliates, End User hereby acknowledges and agrees that Provider reserves the right to change the terms and conditions of all agreements, the products, services, prices and programs mentioned on the Website at any time, at its sole discretion and without notice. Provider reserves the right to seek all remedies available to it, by law and equity, for any violation of the terms and conditions contained herein. All rights not expressly granted herein are reserved.
The Parties agree to as follows:
The following terms used in this Agreement have the same meanings 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.
- Business Associate. "Business Associate" generally has the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to the party to this Agreement, means Provider.
- Covered Entity. "Covered Entity" generally has the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference to the party to this Agreement, means Client and/or End User.
- HIPAA Rules. "HIPAA Rules" means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
OBLIGATIONS OF BUSINESS ASSOCIATE
Business Associate agrees to:
- Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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
- Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
PERMITTED USES AND DISCLOSURES
- Business Associate may only use or disclose protected health information as necessary to perform the services set forth in the Master Services Agreement.
The Business Associate is authorized to use protected health information to de-identify the information in accordance with 45 CFR 164.514(a)-(c). The parties also may wish to specify the manner in which the Business Associate will de-identify the information and the permitted uses and disclosures by the Business Associate of the de-identified information.
- Business Associate may use or disclose protected health information as required by law.
- Business Associate agrees to make uses and disclosures and requests for protected health information consistent with covered entity's minimum necessary policies and procedures.
- 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.
- 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.
- Business Associate may provide data aggregation services relating to the health care operations of the covered entity.
PRIVACY PRACTICES AND RESTRICTIONS
- 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.
- 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.
- 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.
TERM AND TERMINATION
- Term. The Term of this Agreement shall be effective as of the date signed by both parties below, and shall terminate upon the termination of the MSA or upon the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
- 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 ten (10) business days.
- Effect of 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:
In addition, Covered Entity's termination of this Agreement for cause constitutes good cause for Covered Entity to terminate any Service Attachments signed under the MSA in connection with which Business Associate received any protected health information from Covered Entity.
- 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;
- Return to Covered Entity [or, if agreed to by covered entity, destroy] the remaining protected health information that the Business Associate still maintains in any form;
- 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;
- 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 forth in this Agreement; and
- Return to Covered Entity [or, if agreed to by Covered Entity, 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.
- Survival. The obligations of Business Associate under this Section shall survive the termination of this Agreement.
BUSINESS ASSOCIATE AGREEMENT FOR END USERS Business Associate Agreement Rev. 2017-9-21