Business Associate Agreement
Business Associate Agreement This Agreement (“Agreement”) is entered into as of the date and time your account is created and is between you (“Covered Entity”) and R&J Technologies (DBA KloudMD) (“Business Associate”).
WHEREAS, Business Associate provides a software solution for business management (“Service”); and
WHEREAS, Covered Entity desires to engage or has engaged Business Associate in connection with said Service;
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the parties agree as follows:
- Definitions Unless otherwise defined in this Agreement, capitalized terms shall have the meanings ascribed to them under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), and any implementing regulations, as amended from time to time.
- Obligations and Activities of Business Associate Business Associate agrees to: a. Use and disclose Protected Health Information (PHI) only as permitted or required by this Agreement or as required by law; b. Implement appropriate safeguards to prevent unauthorized use or disclosure of PHI; c. Report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware; d. Ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions and conditions that apply to Business Associate; e. Make available PHI as necessary to comply with an individual’s rights under HIPAA; f. Make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of Health and Human Services for purposes of determining compliance with HIPAA; and g. Upon termination of this Agreement, return or destroy all PHI received from, or created or received by Business Associate on behalf of Covered Entity, if feasible.
- Permitted Uses and Disclosures by Business Associate Business Associate may use or disclose PHI only as permitted under this Agreement, including for the proper management and administration of its business or to carry out its legal responsibilities, provided that such use or disclosure would not violate HIPAA if done by Covered Entity.
- Obligations and Activities of Covered Entity Covered Entity agrees to: a. Notify Business Associate of any limitation(s) in its Notice of Privacy Practices that may affect Business Associate’s use or disclosure of PHI; b. Notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose PHI, if such changes affect Business Associate’s permitted or required uses and disclosures; c. Notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to, if such restriction affects Business Associate’s permitted or required uses and disclosures; and d. Not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity.
- Term and Termination a. This Agreement shall remain in effect for as long as Covered Entity uses the Service or until terminated by either party. b. Either party may terminate this Agreement upon written notice to the other party if the other party breaches a material term of this Agreement and fails to cure the breach within thirty (30) days of receipt of written notice. c. Upon termination of this Agreement, Business Associate shall return or destroy all PHI received from, or created or received by Business Associate on behalf of Covered Entity, if feasible.
- Entire Agreement This Agreement may only be modified by a signed written agreement between Covered Entity and Business Associate. All other agreements entered into between Covered Entity and Business Associate, not related to the subject matter of this Agreement, shall remain in full force and effect.
- Governing Law & Dispute Resolution a. This Agreement shall be governed by and construed in accordance with the laws of the AZ, without regard to its conflicts of law principles. b. Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved within thirty (30) days of the commencement of negotiations, either party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. c. The arbitration shall take place in the Phoenix, AZ, and the judgment rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. d. Each party shall bear its own costs and expenses, including attorneys’ fees, arising from the arbitration. The arbitrator(s) shall determine the allocation of the costs and expenses of the arbitration.