This BUSINESS ASSOCIATE AGREEMENT (“Agreement”) is entered into this 701020304050607080910111213141516171819202122232425262728293031 day of MayJanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberOctoberNovemberDecember, 202419001901190219031904190519061907190819091910191119121913191419151916191719181919192019211922192319241925192619271928192919301931193219331934193519361937193819391940194119421943194419451946194719481949195019511952195319541955195619571958195919601961196219631964196519661967196819691970197119721973197419751976197719781979198019811982198319841985198619871988198919901991199219931994199519961997199819992000200120022003200420052006200720082009201020112012201320142015201620172018201920202021202220232024 (the “Effective Date”) by and between Healthco Pharmacy (“Facility”) and for the purpose of setting forth the terms and conditions on which the Business Associate will provide services, as defined herein, on behalf of the Facility.

WITNESSETH

WHEREAS, the Facility pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) and desires to engage the services of Business Associate to perform SOME OF Facility’s obligations; and

WHEREAS, Business Associate desires to perform the designated services on behalf of Facility as set forth herein.

NOW THEREFORE, for and in consideration of the mutual promises, conditions and covenants herein contained, the parties hereto agree as follows:

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 .

(b) Facility (aka Covered Entity). “Facility” 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 HEALTHCO PHARMACY CORP.

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

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 Facility within sixty (60) days of discovery 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;

(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 “Facility” as necessary to satisfy Facility’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 Facility pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Facility’s obligations under 45 CFR 164.526;

(g) Maintain and make available the information required to provide an accounting of disclosures to the “Facility” as necessary to satisfy Facility’s obligations under 45 CFR 164.528;

(h)  To the extent the business associate is to carry out one or more of Facility's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Facility 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 necessary to perform the services set forth in the 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 Facility’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 Facility “, 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 disclose protected health information for the proper management and administration of business associate or to carry out the legal responsibilities of the business associate, provided the disclosures are 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 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 instances of which it is aware in which the confidentiality of the information has been breached.

(g) Business associate may provide data aggregation services relating to the health care operations of the Facility.

Provisions for Facility to Inform Business Associate of Privacy Practices and Restrictions

(a) Facility shall notify business associate of any limitation(s) in the notice of privacy practices of Facility under 45 CFR 164.520, to the extent that such limitation may affect business associate’s use or disclosure of protected health information.

(b) Facility shall notify business associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information, to the extent that such changes may affect business associate’s use or disclosure of protected health information.

(c) Facility shall notify business associate of any restriction on the use or disclosure of protected health information that Facility 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 protected health information.

Permissible Requests by Facility

Facility shall not request business associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Facility Term and Termination

(a) Term. The Term of this Agreement shall be effective as , and shall terminate on 1 YEAR LATER or on the date Facility terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner. 

(b) Termination for Cause. Business associate authorizes termination of this Agreement by Facility, if Facility determines business associate has violated a material term of the Agreement. 

(c) Obligations of Business Associate Upon Termination.

Upon termination of this Agreement for any reason, business associate shall return to Facility or, if agreed to by Facility, destroy all protected health information received from Facility, or created, maintained, or received by business associate on behalf of Facility, that the business associate still maintains in any form.  Business associate shall retain no copies of the protected health information. 

If the agreement authorizes the business associate to use or disclose protected health information for its own management and administration or to carry out its legal responsibilities and the business associate needs to retain protected health information for such purposes after termination of the agreement

Upon termination of this Agreement for any reason, business associate, with respect to protected health information received from Facility, or created, maintained, or received by business associate on behalf of Facility, shall:

1. Retain only that protected health information which is necessary for business associate to continue its proper management and administration or to carry out its legal responsibilities;
2. Return to Facility or, if agreed to by Facility, destroy the remaining protected health information that the business associate still maintains in any form;
3. Continue to 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 the protected health information, other than as provided for in this Section, for as long as business associate retains the protected health information;
4. Not use or disclose the protected health information retained by business associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at in paragraphs (e) and (f) above under “Permitted Uses and Disclosures By Business Associate” which applied prior to termination; and
5. Return to Facility or, if agreed to by Facility, destroy the protected health information retained by business associate when it is no longer needed by business associate for its proper management and administration or to carry out its legal responsibilities.

(d) Survival.  The obligations of business associate under this Section shall survive the termination of this Agreement.

(b) [Optional] 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.

(c) [Optional] Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.

We have carefully reviewed this contract and agree to and accept its terms and conditions. We are executing this contract as of the day and year first written above.