BAA – Thea Health

Business Associate Agreement

Definitions

Catch-all definition:

The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

Specific definitions:

(a) Business Associate. “Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Thea Health, Inc.

(b) Covered Entity. “Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean the entity, including any medical practice group or other health care provider organization, on whose behalf this Agreement is entered into by clicking the checkbox to accept this agreement. By clicking the checkbox to accept this agreement Covered Entity agrees to be bound and abide by this agreement. Covered Entity’s access to and use of Thea Health’s platform is conditioned upon acceptance and compliance with this agreement. If Covered Entity does not agree to the terms of this agreement, they may not access or use Thea Health’s platform.

(c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

(d) Protected Health Information. “Protected Health Information” shall have the meaning set forth in 45 CFR 160.103, but limited to such information created or received by Business Associate on behalf of the Covered Entity party to this Agreement.

Obligations and Activities of Business Associate

Business Associate agrees to:

(a) Not Use or Disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law;

(b) 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;

(c) 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; provided that, Business Associate hereby gives notice to Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which additional notice to Covered Entity by Business Associate shall not be required. “Unsuccessful Security Incidents” shall include but not be limited to, any attempted access of system operations in an information system by a ping program and other broadcast attacks on Business Associate Party’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Protected Health Information.

(d) 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;

(e) 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;

(f) 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;

(g) 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;

(h) 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

(i) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

Permitted Uses and Disclosures by Business Associate

(a) Business Associate may only Use or Disclose Protected Health Information as reasonably necessary to perform the services set forth in the Service Agreement.

(b) Business Associate may Use or Disclose Protected Health Information as Required By Law.

(c) Business Associate agrees to make uses and Disclosures and requests for Protected Health Information consistent with Covered Entity’s Minimum Necessary policies and procedures.

(d) 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, except for the specific uses and Disclosures set forth below.

(e) 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.

(f) Business Associate may provide Data Aggregation services relating to the Health Care Operations of the Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).

(g) Business Associate may Use Protected Health Information to de-identify Protected Health Information and shall have all rights and title to such de-identified information.

Term and Termination

(a) Term. The term of this Agreement shall be effective as of the Effective Date and shall terminate when all of the Protected Health Information is destroyed or returned to the Covered Entity.

(b) Termination for Cause. Upon Business Associate’s material breach of this Agreement, Covered Entity shall provide Business Associate with written notice of the breach, and Business Associate shall cure the breach within thirty (30) business days of receiving the written notice. If Business Associate does not cure the breach within the designated time period, Covered Entity may terminate this Agreement and the underlying service agreement between the parties that necessitated this Agreement. Pursuant to 42 U.S.C. § 17934(b), if Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of the Covered Entity’s obligations under the HIPAA Rules, Business Associate must take reasonable steps to cure the breach or end the violation. If the steps are unsuccessful, Business Associate may be required to terminate this Agreement and the underlying service agreement between the parties that necessitated this Agreement, if feasible.

(c) Obligations of Business Associate Upon Termination. (i) Except as provided in paragraph (ii) of this section, upon termination of this Agreement for any reason, Business Associate shall, if Business Associate determines it is feasible, return or destroy all Protected Health Information or any copies thereof received from Covered Entity that Business Associate still maintain in any form.

(ii) If Business Associate determines that returning or destroying the Protected Health Information is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction unfeasible. Business Associate shall continue to extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information unfeasible, for so long as Business Associate maintains such Protected Health Information.

Miscellaneous

(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.

(b) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.