1. Scope and Purpose
This Business Associate Agreement ("BAA") supplements and is made part of the service agreement between Covered Entity and Business Associate. It establishes the terms under which Business Associate may create, receive, maintain, or transmit Protected Health Information ("PHI") on behalf of Covered Entity in connection with the translation, transcription, and language processing services provided by Morlivo (the "Services").
The parties acknowledge that Business Associate may access, use, or disclose PHI in the course of providing the Services, and this BAA sets forth the obligations of Business Associate with respect to such PHI pursuant to the applicable provisions of HIPAA, the HITECH Act, and their implementing regulations (collectively, the "HIPAA Rules").
2. Permitted Uses and Disclosures
Business Associate may use or disclose PHI solely:
- As necessary to perform the Services described in the underlying service agreement
- As required by law, including but not limited to disclosures required by the Secretary of the U.S. Department of Health and Human Services
- For the proper management and administration of Business Associate, provided that any disclosure is required by law or Business Associate obtains reasonable assurances from any third party that the information will be held confidentially
- To provide data aggregation services relating to the health care operations of Covered Entity, if expressly authorized in the service agreement
Business Associate shall not use or disclose PHI in a manner that would violate the HIPAA Rules if done by Covered Entity, except as expressly permitted in this BAA. Business Associate shall not use PHI for marketing purposes, sell PHI, or use PHI for underwriting purposes.
3. Safeguards
Business Associate shall implement and maintain administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI (ePHI), as required by the HIPAA Security Rule. These safeguards include but are not limited to:
- Encryption of ePHI at rest using AES-256 and in transit using TLS 1.2 or higher
- Role-based access controls limiting PHI access to authorized personnel only
- Comprehensive audit logging of all access to and modifications of PHI
- Regular risk assessments and vulnerability scanning
- Workforce training on HIPAA requirements and security awareness
- Secure disposal procedures for PHI no longer needed for the Services
Business Associate shall ensure that any agent, including subcontractors, to whom it provides PHI agrees to the same restrictions and conditions that apply to Business Associate under this BAA, in accordance with 45 CFR § 164.502(e)(1)(ii).
4. Breach Notification
Business Associate shall report to Covered Entity any use or disclosure of PHI not permitted by this BAA of which it becomes aware, including any Breach of Unsecured PHI as defined in 45 CFR § 164.402. Business Associate shall provide such notification without unreasonable delay and in no event later than thirty (30) calendar days after discovery of the Breach.
The notification shall include, to the extent available:
- Identification of each individual whose Unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed
- A description of the nature of the Breach, including the types of PHI involved
- The date of the Breach and the date of its discovery
- A description of the steps Business Associate is taking to investigate and mitigate the Breach and prevent future occurrences
- Contact information for individuals who can provide additional details
5. Term and Termination
This BAA shall be effective as of the date of execution and shall remain in effect for the duration of the underlying service agreement, unless earlier terminated as provided herein.
Either party may terminate this BAA if it determines that the other party has violated a material term of this BAA. The non-breaching party shall provide the breaching party with written notice of the violation and afford thirty (30) days to cure. If cure is not feasible, the non-breaching party may immediately terminate both this BAA and the underlying service agreement.
Upon termination, Business Associate shall, at the election of Covered Entity, return or destroy all PHI received from or created on behalf of Covered Entity. If return or destruction is not feasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible.
6. Covered Entity Obligations
- Covered Entity shall notify Business Associate of any limitations in its Notice of Privacy Practices that may affect Business Associate's use or disclosure of PHI
- Covered Entity shall notify Business Associate of any changes in, or revocation of, authorization by an individual to use or disclose PHI, to the extent that such changes may affect Business Associate's permitted uses and disclosures
- Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would violate the HIPAA Rules
7. Miscellaneous
This BAA shall be governed by and construed in accordance with applicable federal law, including the HIPAA Rules. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules. This BAA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, relating to the same subject matter.