BUSINESS ASSOCIATE AGREEMENT
‍
----
‍
This Business Associate Agreement (“Agreement”) is made between Virtual Field, Inc. (“Business Associate”) and your practice (“Covered Entity”) (individually a “party” and collectively “the parties”) and is effective as of the signed order date.

RECITALS

Covered Entity is a professional corporation that provides comprehensive eye care services at the principal place of business provided in the order form.

Covered Entity is, pursuant to the Health Information Portability and Accountability Act of 1996 ("HIPAA"), required to enter into this Agreement to obtain satisfactory assurances that Business Associate will appropriately safeguard all PHI ("PHI") as defined herein, disclosed, created, maintained or received by Business Associate on behalf of Covered Entity.

Covered Entity desires to engage Business Associate to perform certain functions for, or on behalf of, Covered Entity involving the disclosure of PHI by Covered Entity to Business Associate, and the creation, maintenance or use of PHI by Business Associate on behalf of Covered Entity, and Business Associate desires to perform such functions.

Business Associate will be performing these functions in accordance with its agreement with Covered Entity entered into on the order date by licensing to Covered Entity, installing, analyzing data, and providing operations and maintenance support to Covered Entity for the Virtual Field system (collectively “the Service Agreement”).

Therefore, in consideration of the mutual promises below and the exchange of information pursuant to this Agreement, and in order to comply with all legal requirements for the protection of this information, the parties agree as follows:

DEFINITIONS

“Designated Record Set” shall have the meaning given to such term in 45 CFR § 164.501.
‍
“Electronic PHI or Electronic PHI” shall have the meaning given to such term under the Privacy Rule and the Security Rule, including, but not limited to, 45 CFR § 160.103, as applied to the information that Business Associate creates, receives, maintains or transmits from or on behalf of Covered Entity.

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

“Individual” shall have the same meaning given to such term in 45 CFR § 160.103 and shall include a person who qualifies as the individual’s personal representative in accordance with 45 CFR § 164.502(g).

“Privacy Rule” shall mean the Privacy Standards at 45 CFR Part 164, Subpart E.

“Protected Health Information” ("PHI") shall have the meaning given to such term in 45 CFR § 160.103.

“Required By Law” shall have the same meaning given to such term in 45 CFR § 164.103.

“Secretary” shall mean the Secretary of Health and Human Services (“HHS”) or his or her designee as provided in 45 CFR § 160.103.

“Security Incident” shall have the same meaning given to such term under the Security Rule, including, but not limited to, 45 CFR § 164.304.

“Security Rule” shall mean the Security Standards at 45 CFR Part 164, Subparts A and C.

TERMS AND CONDITIONS

Business Associate agrees to:

(a) Not use or disclose PHI 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 PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement;

(c) Report to Covered Entity any use or disclosure of PHI not provided for by the Agreement 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;

(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 PHI 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 PHI 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 PHI 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 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 PHI as necessary to perform the services set forth in the Services Agreement. Further, Business Associate is authorized to use PHI to de-identify the information in accordance with 45 CFR 164.514(a)-(c) and to subsequently use the de-identified information.

(b) Business associate may use or disclose PHI as required by law.

(c) Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity’s minimum necessary policies and procedures.

(d) 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 forth below.

(e) Business Associate may use PHI 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 PHI 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 Covered Entity.

Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions

(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

(c) Covered Entity shall 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.

Permissible Requests by Covered Entity

Covered Entity shall 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 otherwise provided for in this Agreement, except where Business Associate will use or disclose PHI for data aggregation or management and administration and legal responsibilities of the Business Associate.

Term and Termination

(a) Term. The Term of this Agreement shall be effective as of the date set forth above, and shall terminate at the termination of the maintenance and operations obligations set forth in the Services Agreement or on the date Covered Entity 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 Covered Entity, if Covered Entity determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within thirty (30) days of Covered Entity’s written notice to Business Associate of the breach or violation.

(c) Obligations of Business Associate Upon Termination.

Upon termination of this Agreement for any reason, business associate, with respect to PHI received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, shall:

1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;

2. Retain de-identified PHI;

3. Return to covered entity or destroy the remaining PHI that the Business Associate still maintains in any form;

4. 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 the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI;

5. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at paragraphs (e) and (f) above under “Permitted Uses and Disclosures By Business Associate” which applied prior to termination; and

6. Destroy the PHI 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.

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

(f) 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.

(g) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.

VIRTUAL FIELD, INC.