Business Associate Agreement.

This Business Associate Agreement ("BAA") is between Symmetry VA ("Business Associate") and the client named in the engagement agreement that references it ("Covered Entity"). It is incorporated by reference into that engagement agreement (the "Agreement") for any client that is a Covered Entity under HIPAA, unless the parties sign a separately negotiated BAA, which then controls. Read alongside our HIPAA & PHI Commitment, which explains these terms in plain language.

1. Definitions

Capitalized terms not defined here have the meanings given in the HIPAA Rules: the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. "Business Associate" and "Covered Entity" mean the parties above and, where the HIPAA Rules use those terms, have the meanings given there. "PHI" means Protected Health Information that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity. "Services" means the services described in the Agreement.

2. Obligations of Business Associate

Business Associate agrees to:

• Not use or disclose PHI other than as permitted or required by this BAA or as required by law;
• Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this BAA;
• Report to Covered Entity any use or disclosure of PHI not provided for by this BAA of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware, without unreasonable delay and in no case later than ten (10) business days after discovery;
• In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information;
• Make available PHI in a designated record set to Covered Entity, or as directed by Covered Entity to an individual, as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524;
• Make any amendment(s) to PHI in a designated record set as directed or agreed to by Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under that section;
• Maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.528;
• To the extent Business Associate is to carry out one or more of Covered Entity's obligations under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations;
• Make its internal practices, books, and records available to the Secretary of Health and Human Services for purposes of determining compliance with the HIPAA Rules;
• Apply the minimum necessary standard to its uses, disclosures of, and requests for PHI, and limit access to PHI to those members of its workforce who need it to perform the Services;
• Train its workforce members who may access PHI on the requirements of the HIPAA Rules and of this BAA, and apply appropriate sanctions to workforce members who violate them.

3. Permitted uses and disclosures by Business Associate

• Business Associate may only use or disclose PHI as necessary to perform the Services set forth in the Agreement, and as directed by Covered Entity.
• Business Associate may use or disclose PHI as required by law.
• Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity's minimum necessary policies and procedures.
• Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific uses and disclosures set out below.
• Business Associate may use PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities.
• Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out its legal responsibilities, provided the disclosure is 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 be 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 instance 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 Covered Entity only where the Agreement so provides.
• Business Associate will not sell PHI, and will not use or disclose PHI for marketing or fundraising.

4. Obligations of Covered Entity

• Covered Entity will notify Business Associate of any limitation in its Notice of Privacy Practices under 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.
• Covered Entity will notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose their PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI.
• Covered Entity will notify Business Associate of any restriction on the use or disclosure of PHI 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 PHI.
• Covered Entity will not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except as permitted in Section 3 for Business Associate's management, administration, and legal responsibilities.
• Covered Entity will grant Business Associate access to its systems only to the extent needed to perform the Services, and will promptly revoke that access when it is no longer needed.

5. Term and termination

• Term. This BAA is effective on the effective date of the Agreement and ends when all PHI 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 infeasible to return or destroy PHI, when protections are extended to such information in accordance with the termination provisions below.
• Termination for cause. Covered Entity may terminate this BAA and the Agreement if it determines that Business Associate has violated a material term of this BAA and Business Associate has not cured the breach or ended the violation within thirty (30) days of written notice.
• Obligations on termination. Upon termination for any reason, Business Associate will, with respect to PHI it maintains in any form: retain only the PHI 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 by Covered Entity destroy, the remaining PHI and retain no copies; continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of any retained PHI, for as long as it is retained; not use or disclose retained PHI other than for the purposes for which it was retained and subject to the same conditions set out in Section 3; and return or destroy retained PHI when it is no longer needed for those purposes. Where return or destruction is infeasible, Business Associate will extend the protections of this BAA to the PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible, for so long as it maintains the PHI.
• Survival. The obligations of Business Associate under this Section survive the termination of this BAA.

6. Miscellaneous

• Regulatory references. A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended.
• Amendment. The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
• Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules. Where this BAA conflicts with the Agreement on the handling of PHI, this BAA controls.
• No third-party beneficiaries. Nothing in this BAA confers any right, remedy, or obligation on any person other than the parties and their successors and permitted assigns.
• Governing law. This BAA is governed by the law stated in the Agreement, and, as to the handling of PHI, by the HIPAA Rules.

7. Contact

Notices under this BAA to Business Associate go to katlyn@symmetryva.com, or to Symmetry VA, Phoenix, Arizona, and to Covered Entity at the notice address in the Agreement.