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Business Associate Agreement

This Business Associate Agreement is entered into by and between POINT OF CARE LTC, LLC (the “Business Associate”), a Missouri Limited Liability Company, and LATIMER NURSING HOME (the "Covered Entity").

Required by Law
As defined in 45 CFR § 164.501.
Secretary
The Secretary of the Department of Health and Human Services or their designee.
Electronic Protected Health Information
Defined in 45 CFR § 160.103.
Security Incident
As defined in 45 CFR § 164.304.
Security Rule
The Security Standards for the Protection of Electronic Protected Health Information at 45 CFR part 164, subpart C.

II. Obligations and Activities of Business Associate

  • Business Associate agrees not to use or further disclose Protected Health Information other than as permitted or required by this Agreement or as Required by Law.
  • Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement.
  • Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.
  • Business Associate agrees to report to Covered Entity any use or disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware.
  • In the event of a data breach involving Protected Health Information (PHI), Business Associate shall notify the Covered Entity in writing within 48 hours of discovering the breach. The notification shall include a description of the breach, the type of PHI affected, steps Business Associate is taking to mitigate the breach, and any actions the Covered Entity may need to take to protect affected individuals. Business Associate agrees to cooperate fully with the Covered Entity in investigating the breach and implementing any necessary remedial measures to prevent future incidents.
  • Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information.
  • Business Associate agrees to provide access, at the request of Covered Entity and within ten (10) days of such request, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR § 164.524.
  • Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity and within ten (10) days of such request.
  • Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of the Covered Entity to the Secretary, and within ten (10) days of such request, or in a time and manner designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.
  • For the purpose of assisting Covered Entity in responding to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528, Business Associate agrees to document and report disclosures of Protected Health Information as follows:
    • For disclosures that Business Associate makes of Protected Health Information that Business Associate creates or receives from Covered Entity, Business Associate will document (i) the disclosure date, (ii) the name and (if known) address of the person or entity to whom Business Associate made the disclosure, (iii) a brief description of the Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure (items i–iv, collectively, the “disclosure information”). For repetitive disclosures that Business Associate makes to the same person or entity (including Covered Entity) for a single purpose, Business Associate may provide (x) the disclosure information for the first of these repetitive disclosures, (y) the frequency, periodicity, or number of these repetitive disclosures, and (z) the date of the last of these repetitive disclosures.
    • Business Associate need not report disclosure of information or otherwise account for disclosures of Protected Health Information that this Agreement or Covered Entity in writing permits or requires (i) for the purpose of Covered Entity’s treatment activities, payment activities, or health care operations, (ii) to the individual who is the subject of the Protected Health Information disclosed, to that individual’s personal representative or to another person or entity authorized by the individual, (iii) to persons involved in that individual’s health care or payment for health care, (iv) for notification for disaster relief purposes, (v) for national security or intelligence purposes, or (vi) to law enforcement officials or correctional institutions regarding inmates.
    • Business Associate need not report any disclosure of Protected Health Information that was made before April 14, 2003.
    • Business Associate agrees to provide to Covered Entity or an Individual, and within ten (10) days of such request, information collected in accordance with this section, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528.
  • In accordance with 45 CFR §§ 164.308(b) and 164.314, Business Associate agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Covered Entity as required by the Security Rule.
  • Business Associate shall maintain accurate records and documentation of its data handling practices related to PHI and agrees to support any HIPAA compliance audits or regulatory inquiries requested by the Covered Entity or required by regulatory authorities. Business Associate shall cooperate with the Covered Entity in responding to such inquiries or audits, providing necessary documentation and access to systems or records related to the handling of PHI, in compliance with HIPAA regulations.
  • Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information, agrees to implement reasonable and appropriate safeguards to protect it.
  • Business Associate agrees to report to Covered Entity any Security Incident of which it becomes aware.

III. Permitted Uses and Disclosures by Business Associate

Business Associate may use or disclose PHI to perform functions, activities, or services for the Covered Entity as specified in the License Agreement, provided such use or disclosure does not violate the Privacy Rule if done by the Covered Entity.

IV. Specific Use and Disclosure Provisions

  • Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
  • Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that (a) disclosures are Required by Law; or (b) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
  • Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information to provide Data Aggregation services to Covered Entity as permitted by 42 CFR § 164.504(e)(2)(i)(B).

V. Obligations of Covered Entity

  • Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 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, permission by Individual to use or disclose 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 to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of Protected Health Information.

VI. 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 the Privacy Rule if done by Covered Entity. Notwithstanding anything to the contrary in this Agreement, Business Associate may use or disclose protected health information for the purposes of data aggregation, quality control, management and administrative activities of Business Associate, and for the purposes identified in the Service Agreement.

VII. Implementation of HITECH Act

The Parties acknowledge that the HITECH Act applies to Business Associate, including the following sections: (i) §13401 (Application of Security Provisions and Penalties to Business Associates of Covered Entities; Annual Guidance on Security Provisions); (ii) §13402 (Notification in the Case of Breach); (iii) §13404 (Application of Privacy Provisions and Penalties to Business Associates of Covered Entities); (iv) §13405 (Restrictions on Certain Disclosures and Sales of Health Information; Accounting of Certain Protected Health Information Disclosures; Access to Certain Information in Electronic Format); and (v) §13408 (Business Associates Contracts Required for Certain Entities) (collectively "Applicable HITECH Requirements").

The Parties incorporate all Applicable HITECH Requirements as applicable into this Agreement and further agree to comply with all future regulations promulgated under HIPAA or HITECH Act and that all sections of such future regulations will be incorporated into this Agreement as applicable.

VIII. Term and Termination

The Term of this Agreement shall be effective as of the date first written above, and shall terminate (i) when 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; (ii) if it is infeasible to return or destroy Protected Health Information, when protections are extended to such information, in accordance with the termination provisions in this Section; (iii) when either party determines that due to changes in the applicable law or regulations, such party can no longer comply with the requirements of the Privacy Rule and HIPAA; or (iv) 30 days following the date on which one party provides the other with written notice of its intention to terminate this Agreement.

Termination for Cause

  1. Provide an opportunity for Business Associate to cure the breach and end the violation, or terminate this Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity;
  2. Immediately terminate this Agreement if Business Associate has breached a material term of the Agreement and cure is not possible; or
  3. If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.

Effect of Termination

  1. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information.
  2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information.
  3. Business Associate’s obligation to protect the privacy of the Protected Health Information it created for or received from the Facility will be continuous and survive termination, cancellation, expiration, or other conclusion of this Agreement.

IX. Miscellaneous

  • Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended.
  • Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and HIPAA, or if such action is impracticable, to terminate this Agreement.
  • Survival. The respective rights and obligations of Business Associate under Section IV of this Agreement shall survive the termination of this Agreement.
  • Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule.
  • Confidentiality of Business Information. Business Associate and Covered Entity recognize that each may receive confidential and proprietary business information of the other party and agree to hold such information in strict confidence and not to use it for the party’s benefit, for the benefit of any other person or entity, or for any purpose other than as identified in this Agreement. In the event one party receives a demand to release such confidential information to a third party, it shall immediately notify the other party and shall not disclose such information to the third party unless authorized in writing by the other or unless required by applicable law, state or federal law or regulation, legal process or subpoena, or on request of an administrative agency or regulatory body. This Section shall survive any termination of this Agreement.
  • Relationship to the Parties. Business Associate and Covered Entity are independent contractors, and neither party, nor any agent or employee of either party, shall be construed to be the agent or employee of the other party.
  • Liability of the Parties. Covered Entity shall hold harmless and indemnify Business Associate against any claims, liabilities, damages, fines, penalties, or judgments which may be asserted against, imposed upon, or incurred by Business Associate as a result of creating, receiving, or disclosing Protected Health Information under this Addendum except as may result from Business Associate’s willful breach of this Addendum or intentional wrongdoing.
  • Governing Law. This Business Associate Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws provisions. Any judicial proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in Missouri, and each Party expressly consents to such jurisdiction.