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Business Associate Agreement

BUSINESS ASSOCIATE AGREEMENT


This Business Associate Agreement (the “Agreement”) is entered into between YOU (the “Business Associate”) and American Health Group, Inc. (the “Covered Entity”), an Arizona corporation, upon your reciept of electronic confirmation.

RECITALS

Because the Covered Entity will make available and/or disclose to the Business Associate certain Protected Health Information (as defined below), in order to facilitate services that are being provided between the Business Associate to the Covered Entity; and

Because the Business Associate will have access to and/or receive from the Covered Entity certain Protected Health Information (as defined below), that can be used or shared only in compliance with this Agreement and the HIPAA Rules (as defined below).

The Covered Entity and Business Associate agree as follows:

I. Definitions.

The below capitalized terms shall have the following meaning in this Agreement:

  1. “Breach” shall mean the unauthorized acquisition, access, use or disclosure of Unsecured Protected Health Information (as defined below), which compromise the security or privacy of such information.

  2. “Designated Record Set” shall mean a group of records maintained by the Covered Entity that is either: (1) the medical records and billing records about individuals maintained by or for a covered health care provider; (2) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (3) used in part by or for the Covered Entity to make decisions about an Individual.

  3. “HHS Privacy Regulations” shall mean the Code of Federal Regulations (“CFR.”) at Title 45, Sections 160 and 164.

  4. “HIPAA Rules” shall mean the Privacy, Security, Notification, and Enforcement Rules at Title 45, CFR Sections 150 and 164.

  5. “Individual” shall mean the person who is the subject of the information, and has the same meaning as the term “individual” as defined by Title 45, CFR Section 164.501.

  6. “Parties” shall mean the Business Associate and the Covered Entity.

  7. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at Title 45, CFR Sections 160 and 164, Subparts A and E, as amended by the HITECH Act.

  8. “Protected Health Information” shall have the same meaning as the term is defined in Title 45, CFR Section 160.103, but is limited to any such information created or received by the Business Associate from or on behalf of the Covered Entity.

  9. “Required by Law” has the same meaning as this term has in Title 45, CFR Section 164.501.

  10. “Secretary” shall mean United States Department of Health and Human Services (“HHS”) Secretary or his designate.

  11. “Unsecured Protected Health Information” shall mean Protected Health Information that is not secured through the use of technology or methodology specified by the Secretary in regulations or as otherwise defined in the Section 13402(h) of the HITECH Act.

Any term not defined in this Agreement but having a specific definition within the HHS Privacy Regulations shall have throughout this Agreement the meaning attributed to that term in the HHS Privacy Regulations. Further, any prospective amendment to the laws referenced in this definitional section prospectively amend this Agreement to incorporate said changes by congressional act or by regulation of the Secretary of HHS.

II. Relationship of the Parties.

The relationship of the Covered Entity and the Business Associate is that of independent contractors. All acts performed by the Business Associate shall be deemed to be performed in its capacity as an independent contractor.

III. Term.

The term of this Agreement shall begin upon your reciept of electronic confirmation (the “Effective Date”), and shall terminate as provided in Articles VII and VIII in this Agreement.

IV. Limits on Use and Disclosure Established by this Agreement.

In carrying out this Agreement, the Business Associate agrees to comply with the HIPAA Rules. Therefore, the Business Associate agrees that it shall not use or disclose Protected Health Information, except as permitted or required by this Agreement or required by the applicable law.

V. Permitted Disclosure by the Business Associate.

The Business Associate may use or disclose Protected Health Information for the following purpose(s):

  1. Use of Information for Management, Administration and Legal Responsibilities: The Business Associate is permitted to disclose Protected Health Information for the proper management and administration of Business Associate duties or to carry out legal responsibilities of the Business Associate.

  2. Sharing of Information for Management, Administration and Legal Responsibilities: The Business Associate is permitted to disclose Protected Health Information for the proper management and administration of Business Associate duties. Specifically, when the disclosure is required by law or the Business Associate obtains reasonable promises from the person to whom the Protected Health Information is disclosed that it will be kept private and used or disclosed only as required by law or for the purposes for which it was disclosed. In such a case, the person will immediately notify the Business Associate if it is discovered that the confidentiality of the information is broken.

  3. Additional Activities of Business Associate: In addition, the Business Associate may combine the Protected Health Information with the information the Business Associate received by the Business Associate in its capacity as a business associate of other covered entities if the purpose of combining the information is to provide the Covered Entity with data analysis relating to the health care operations of the Covered Entity. The Business Associate may not share Protected Health Information of one covered entity with another covered entity without proper permission.

VI. Responsibilities of the Business Associates.

  1. Proper Safeguards: The Business Associate shall maintain proper safeguards and comply with Subpart C of Title 45, CFR Section 164, with respect to electronic Protected Health Information in order to prevent any use or disclosure of Protected Health Information not permitted or required by this Agreement.

  2. Reports of Improper Use or Disclosure: The Business Associate shall report to the Covered Entity within two (2) days of learning about any use or disclosure of Protected Health Information not permitted or required by this Agreement.

  3. Subcontractors and Agents: The Business Associate agrees that any time Protected Health Information is provided or disclosed to any subcontractors or agents, the Business Associate shall enter into a subcontract with the subcontractor or agent that contains the same terms, conditions, and restrictions on the use and disclosure of Protected Health Information as in this Agreement.

  4. Right of Access to Information: The Business Associate shall provide the Covered Entity with a right of access to any Protected Health Information within five (5) days of such request. In the event an Individual makes a request to the Business Associate for access to Protected Health Information, then the Business Associate shall contact the Covered Entity to advise the Covered Entity of the request. If the Covered Entity determines that the Business Associate holds Protected Health Information in a Designated Record Set and the Individual is to be granted access to the Protected Health Information, then the Business Associate shall cooperate with the Covered Entity to provide the Individual with the Protected Health Information requested. Further, if the Designated Record Set is available electronically and the Individual requests an electronic copy, then the Business Associate must provide access to the Covered Entity in the electronic form and format requested by the Individual, if it can be readily produced in that form. The Business Associate shall take no direct action on any Individual's request for access to Protected Health Information before notifying the Covered Entity and receiving instructions from the Covered Entity.

  5. Making and Including Changes: The Business Associate shall amend any Protected Health Information as requested by the Covered Entity. In the event an Individual requests the Business Associate to amend Protected Health Information, then the Business Associate shall contact the Covered Entity and advise the Covered Entity of the request. If the Covered Entity determines that the Business Associate holds Protected Health Information in a Designated Record Set and the Protected Health Information regarding the Individual is to be amended, then the Business Associate shall cooperate with the Covered Entity to amend the Protected Health Information. The Business Associate shall take no direct action on any Individual's request for amendment to Protected Health Information before notifying the Covered Entity and receiving instructions from the Covered Entity.

  6. Provide Accounting: The Business Associate shall maintain documentation of any disclosures of Protected Health Information made by the Business Associate as may be required to facilitate the Covered Entity's response to an Individual's request for an accounting of disclosures in accordance with Title 45, CFR Section 164.528. The Business Associate shall, within ten (10) days of a request from the Covered Entity, provide the Covered Entity with the information collected in accordance with this paragraph.

  7. Performance of Covered Entity's Obligations: To the extent the Business Associate is to carry out one or more of the Covered Entity's obligations under Subpart E of Title 45, CFR Section 164, the Business Associate shall comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations.

  8. Access to Books and Records: The Business Associate agrees to make its internal practices, books, and records relating to use or disclosure of Protected Health Information, available to the Secretary for purposes of determining the Covered Entity's compliance with HIPAA Rules.

  9. Procedures to Reduce Damage: The Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to the Business Associate and that arises from a use or disclosure of Protected Health Information by the Business Associate that is contrary to the provisions of this Agreement.

  10. Property Rights: The Protected Health Information is the sole and exclusive property of the Covered Entity. The Business Associate agrees that it has no ownership rights to the Protected Health Information.

  11. Obligations in Event of a Breach: In the event the Business Associate commits a Breach, the Business Associate must notify the Covered Entity of the Breach in writing no later than sixty (60) days after discovery of the Breach. For purposes of this Agreement, a Breach will be deemed to be discovered on the earlier of the date the Beach first becomes known to the Business Associate, or the date the Breach would have been known if the Business Associate exercised reasonable diligence. The written notice of the Breach must include a brief description of what happened (including the dates of the breach and its discovery), the types of Unsecured Protected Information involved, and what the Business Associate is doing to mitigate losses and protect against any further breaches.

VII. Material Breach or Violation of this Agreement.

If the Covered Entity knows of a material Breach or violation by the Business Associate of this Agreement, the Covered Entity shall take reasonable steps to cause the Breach to be cured or the violation to end. Those reasonable steps shall include written notification to the Business Associate of the exact material breach or violation and thirty (30) days to cure the material breach or violation. If the Covered Entity is unsuccessful in its efforts to obtain a cure or stop the violation within thirty (30) days of sending written notice of the material breach or violation to the Business Associate, the Covered Entity shall terminate this Agreement. The Business Associate specifically authorizes termination of this Agreement by the Covered Entity if the Covered Entity determines the Business Associate has violated a material term of the Agreement and the Business Associate has not cured the Breach or ended the violation within thirty (30) days of receiving written notice of the material Breach from the Covered Entity. If termination is not feasible, the Covered Entity must report the material Breach or violation to HHS. Upon notifying HHS, the Covered Entity shall provide the Business Associate with a copy of its notification. The foregoing requirements equally apply if the Business Associate knows of a material Breach or violation by the Covered Entity of this Agreement.

VIII. Termination of Agreement.

  1. Either party may terminate this Agreement upon thirty (30) day written notice.

  2. The Business Associate shall return or destroy all Protected Health Information, including any Protected Health Information in the possession of subcontractors or agents to the Business Associate. The Business Associate shall retain no copies of Protected Health Information. If the Business Associate determines that returning or destroying the Protected Health Information is not feasible, then the Business Associate shall provide the Covered Entity with a notice explaining the conditions that make return or destruction infeasible. The Business Associate shall then extend all the terms of this Agreement to such Protected Health Information for so long as the Business Associate maintains such Protected Health Information and shall limit further uses of such Protected Health Information to those purposes that make return or destruction infeasible. The obligations of the Business Associate under this Section VIII(b) shall survive the termination of this Agreement.

IX. Indemnification.

The Business Associate hereby indemnifies and holds the Covered Entity harmless for, from and against all claims, demands, losses, damages, expenses and costs, including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in connection with the Business Associate’s failure to observe, perform and discharge the Business Associate’s obligations and responsibilities under this Agreement. Similarly, the Covered Entity hereby indemnifies and holds Business Associate harmless for, from and against all claims, demands, losses, damages, expenses and costs, including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in connection with the Covered Entity’s failure to observe, perform and discharge the Covered Entity’s obligations and responsibilities under this Agreement.

X. Notices.

Any notice or other communication required or permitted hereunder shall be in writing, shall be marked as confidential, and shall be deemed given and effective when: (a) delivered personally, (b) electronically, or (c) three (3) days after the postmark date if mailed by certified or registered mail, postage prepaid, return receipt requested, if to the Covered Entity, addressed to it at the address stated below, and if to the Business Associate, addressed to him at the address stated below his signature, or to such other address as such party may designate from time to time in a written notice to the other party or parties in accordance with the provisions of this Article X.

XI. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties hereto relating to the disclosure and protection of Protected Health Information and Unsecured Protected Health Information and supersedes all prior oral and written agreements, negotiations, commitments and understandings of the Parties with respect to the contractual relationship between the parties.

XII. Amendment.

This Agreement may not be changed or amended except by writing executed by all the Parties.

XIII. Binding Effect, Assignment and Third Party Beneficiaries.

This Agreement shall be binding upon and injure to the benefit of the Parties and their heirs, legal representatives, successors and assigns (to the extent this Agreement is assignable). The Business Associate may not assign this Agreement or delegate any duties hereunder without the prior written consent of the Covered Entity. The Covered Entity may assign any of its rights or benefits under this Agreement, in its sole discretion, to any affiliate, assignee or successor in interest, and such persons and entities shall have the same rights and assume the obligations of the Covered Entity hereunder. The Parties do not intend this Agreement to create any third party beneficiaries, including individuals who are the subject of Protected Health Information.

XIV. Choice of Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, but without regard to those provisions in the law which construe ambiguities against the drafter and without regard to conflict of laws rules.

XV. Jurisdiction and Venue.

The Parties stipulate that jurisdiction shall lie exclusively in the Superior Court of Maricopa County, Arizona, for any action arising from this Agreement including, but not limited to, issues involving the validity, interpretation, or enforcement of the Agreement. They expressly consent to the jurisdiction and venue of such Court.

XVI. Proceeding Expenses.

In any controversy, claim, or dispute arising out of, or relating to, this Agreement, the prevailing party, as determined by the court (or as applicable the mediator, arbitrator, etc.), shall be entitled to and shall award, in addition to any other relief, proceeding expenses. If neither party wholly prevails, the party that substantially prevails, as determined by the court (or as applicable the mediator, arbitrator, etc.), shall be awarded proceeding expenses. In determining the award of proceeding expenses, attorneys' fees, proceeding costs, costs of investigation and other reasonable expenses shall be included. For the purposes of this provision, the term "proceeding" shall include mediation, arbitration, administrative, bankruptcy and judicial proceedings, including appeals therefrom..

XVII. Severability.

If any one or more of the provisions of this Agreement shall be held invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

XVIII.Counterparts.

This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or other electronic means shall be deemed to be their original signatures for all purposes.

EXECUTED as of the date first set forth above.


“Covered Entity”

American Health Group, Inc.

Address: 2521 S. Vineyard, Ste 103, Mesa, AZ 85210


I accept the terms of the Business Associate Agreement with American Health Group, Inc.

American Health Group, Inc.
2521 S. Vineyard, Mesa, AZ 85210

Freephone: (800) 847 7605
Telephone: (602) 265 3800
FAX:           (480) 894 8105
E-mail: info@amhealthgroup.com