Business Associate Agreement
EXHIBIT A BUSINESS ASSOCIATE AGREEMENT
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, Protected Health Information, 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 IntuiSoft Technologies LLC.
(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 Practitioner.
(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 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;
(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 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 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.
(f) 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 protected health information.
Term and Termination
(a) Term. The Term of this Agreement shall be effective as of the Effective Date of the Service Agreement, and shall terminate on the same date as the Service 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 the time specified by covered entity.
(c) Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, business associate shall return to covered entity or if agreed to by covered entity, destroy any protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains, less any information Business Associate is legally required to retain. Business associate shall retain no copies of the protected health information unless otherwise required by law.
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.
(c) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
EXHIBIT B SERVICE OUTLINE AND SUBSCRIPTION FEES
SERVICES PROVIDED
The Provider hereby provides a nonexclusive and nontransferable license to the Practitioner for the use of the most current version of the CHIROSPRING software program. ChiroSprings cloud based service will automate a variety of complex practice management procedures commonly performed by professionals in the chiropractic industry. Practitioner will receive cloud-based data access and 5GB free storage, data backup services, use of ChiroSpring on unlimited computers and use of ChiroSpring by unlimited number of non-Practitioner User Accounts (with the understanding that users of such non-Practitioner User Accounts are employees or independent contractors of Practitioner’s business). In consideration of the rights granted and the services to be provided to the Practitioner via this Agreement, Practitioner shall pay Provider the fees outlined below.
The Practitioner understands that the ChiroSpring Desktop Local Software is a 32-bit application and requires installation on a computer operating system that supports 32-bit applications. The Practitioner is responsible for understanding whether or not their chosen computing device is able to support 32-bit applications such as the Local Software. In general, this will include all Windows operating systems and Apple operating systems on versions prior to the Catalina update. Practitioner recognizes that Provider cannot control operating system changes made by third-parties and understands that changes in computing environments outside of Provider’s control may occur, impacting their system access. Practitioners requiring software access on devices that will not support 32-bit applications are able to utilize a web-based software option known as Cloud ChiroSpring. Practitioner understands that if their chosen computing device will not support 32-bit applications, then the option of utilizing the Local Software is eliminated and their ChiroSpring access can only be provided via the web-browser-based Cloud ChiroSpring system.
ChiroSpring 360 is a full web-based application that will run in modern web browsers such as Google Chrome, Firefox and Microsoft Edge.
TRAINING PROVIDED
ChiroSpring offers a specified number of free personal software training hours based on the number of Practitioner User Accounts within each practice. These free personal software training hours are to be used within 30 days of the effective date of this Agreement, and are specified in the fee schedule below. In addition to personal training, ChiroSpring offers a full set of demonstration training videos, a detailed user manual, and access to a training version of CHIROSPRING for 30 days. If required, additional training sessions can be purchased according to the fee scheduled outlined in the Service Fees section below. Customer support calls are included at no additional cost. However, to ensure fairness, Practitioners with support calls that overlap user training topics will be asked to schedule additional training sessions.
SERVICE PACKAGE
This Agreement is applicable to all ChiroSpring service packages of all costs and feature options. Practitioner may change service packages at any time with 30 days written notice. Practitioner recognizes that when changing service packages, specific system features may be added or removed from Practitioner’s ChiroSpring service. When features are removed, Practitioner recognizes that additions and customizations previously made by Practitioner in association with those features will also be removed and will be permanently irretrievable.
DATA EXPORT PROCESS
Practitioner may choose to export available data from their ChiroSpring software at any time and for any reason. All patient demographic data can be freely exported using the software’s Settings/Export Data App. Additionally, all SOAP notes, reports and ledgers can be manually printed or generated as a .pdf file and saved at the Practitioner’s discretion.
Upon termination of this agreement, Provider may offer the option of maintaining an easily accessible, read-only version of Practitioner’s CHIROSPRING software in exchange for a monthly payment of $50.00. Provider may also offer to generate a custom export all of Practitioner SOAP notes, ledgers and receipts, and provide this data in a clickable, easy to navigate HTML file. This labor-intensive process is provided in exchange for a one-time payment of $1000.
PAYMENT PROCESS
Unless an alternate arrangement is agreed upon by both parties, Practitioner shall ensure that an active debit or credit card number or bank account authorized for ACH withdrawal is provided to Provider, and agrees to the retention of this information by Provider to facilitate the processing of reoccurring fees. Practitioner further agrees to be charged a non-refundable activation fee upon receipt of the signed Service Agreement and payment form. Practitioner further agrees to be charged a non-refundable Monthly License Fee, as outlined below, to the given card number at the beginning of the monthly billing cycle. The first payment of the Monthly License Fee shall be prorated if applicable and charged once the on-board training is complete and Practitioner has received their training and/or software link(s).
As outlined in section 8.1 of the Agreement, these terms are good for one year and will auto renew annually unless either party notifies the other of their intent not to renew. Provider may change the fees charged for the Service at any time, provided that Provider provides Practitioner with reasonable prior written notice of any change in fees to give the Practitioner an opportunity to cancel auto-renewal on the Practitioner’s subscription before the change becomes effective.
If any charges are not received from Practitioner by the due date, then at Provider’s discretion, (a) such charges may accrue late interest at the rate of twelve percent (12%) per year, compounded monthly of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) Provider may condition future subscription renewals and on payment terms shorter than those specified in this Agreement.
