HIPAA PRIVACY COMPLIANCE AGREEMENT
THIS AGREEMENT is made by and among website user (or “Client”) and Portiva (or “Service Provider”).
WHEREAS, Client is a health care provider whose activities are general described as physician and other health care providers;
WHEREAS, Service Provider is in the business of providing services to health care industry and its activities are generally described as provision of medical
billing services to physicians and other health care providers;
WHEREAS, Client wishes to commence a business relationship with Service Provider that shall be memorialized in a separate services agreement which has yet to
be executed or will be executed simultaneously with this agreement;
WHEREAS, the nature of the prospective contractual relationship between Client and Service Provider may involve the exchange of Protected Health Information
(“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) including all pertinent regulations issued by
the Department of Health and Human Services (“HHS”);
The premises having been considered and with acknowledgement of the mutual promises and of other good and valuable consideration herein contained, the Parties,
intending to be legally bound, hereby agree as follows:
Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR § 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g).
Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164 Subparts A and E.
Protected Health Information. “Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR 164.501, limited to the information created or received by Service Provider from or on behalf of Client.
Required by Law. “Required By Law” shall have the same meaning as the term “required by law” in 45 CFR 164.501.
Secretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.
B. Use or Disclosure of PHI by Service Provider. Service Provider’s use and disclose of PHI is strictly limited to those instances where it is necessary to the performance of duties contractually delegated to it by Client in a separate services agreement. Those duties are generally described as “Billing of third party payors on behalf of transcription of patient information services rendered to patients.
Furthermore, any specific listing of duties or functions to be performed by Service Provider for Client contained in a separate contract (or addendum thereto) between the Parties is hereby incorporated by reference into this agreement for the sole purpose of further elaborating duties and functions that Service Provider is contractually undertaking on behalf of Client.
In all instances, Service Provider shall not use or disclose PHI obtained from Client in a manner that would violate the Privacy Rule of HIPAA or the pertinent regulations of HHS.
C. Duties of Service Provider relative to PHI.
Service Provider shall not use or disclose PHI other than as permitted or required by this agreement or by law.
Service Provider shall use appropriate safeguards recognized under the law and HHS regulations to prevent use or disclosure of the PHI other than is allowed for by this agreement.
Service Provider shall immediately report to Client any use or disclosure of PHI that is in violation of this agreement. In the event of disclosure of PHI in violation of this agreement, Service Provider shall mitigate, to the extent practicable, any harmful effects of said disclosure that are known to it. Service Provider shall ensure that any agent or a subcontractor to whom it provides PHI received from Client agrees to the same restrictions and conditions with respect to such information that apply through this agreement to Service Provider.
Service Provider shall, upon request with reasonable notice, provide Client access to its premises for a review and demonstration of its internal practices and procedures for safeguarding PHO.
Service Provider agrees to document such disclosures of PHI and information related to such disclosures as would be required for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. Should an individual make a request to Client for an accounting of disclosures of his or her PHI pursuant to 45 CFR § 164.528, Service Provider agrees to promptly provide Client with information in a format and manner sufficient to respond to the individual’s request.
Service Provider shall, upon request with reasonable notice, provide Client with an accounting of uses and disclosures of PHI provided to it by Client. Service Provider shall make its internal practices, books, records, and any other material requested by the Secretary relating to the use, disclosure, and safeguarding of PHI received from Client available to the Secretary for the purpose of determining compliance with the Privacy Rule. The aforementioned information shall be made available to the Secretary in the manner and place as designated by the Secretary or the Secretary’s duly appointed delegate. Under this agreement, Service Provider shall comply and cooperate with any request for documents or other information from the Secretary directed to Client that seeks documents or other information held by Service Provider.
Except as otherwise limited in this agreement, Service Provider may use PHI to provide “data aggregation” services to Client as permitted by 42 CFR 164.504©(2)(i)(B).
Service Provider may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 42 CFR 164.502(j)(1).
Except as otherwise limited in this agreement, Service Provider, provided that disclosures are Required By Law, or Service Provider obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Service Provider of any instances of which it is aware in which the confidentiality of the information has been breached.
D. Term and Termination.
Term. The Term of this agreement shall be effective as of the date given on page 1 hereof, and shall terminate when all of the Protected Health Information provided by Client to Service Provider, or created or received by Service Provider on behalf of Client , is destroyed or returned to Client , or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provision in this Section.
Termination for Cause. Upon Client ’s knowledge of a material breach by Service Provider, Client shall either;
Provide an opportunity for Service Provider to cure the breach or end the violation and terminate this Agreement if Service Provider does not cure the breach or end the violation within the time specified by Client ;
Immediately terminate this agreement if Service Provider has breached a material term of this agreement and cure is not possible; or If neither termination nor cure is feasible, Client shall report the violation to the Secretary.
Effect of Termination.
Except as provided in D.(3)(b) of this section, upon termination of this agreement, for any reason, Service Provider shall return or destroy all Protected Health Information received from Client , or created or received by Service Provider on behalf of Client . This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Service Provider. Service Provider shall retain no copies of Protected Health Information. In the event that Service Provider determines that returning or destroying the Protected Health Information is infeasible, Service Provider shall provide to Client written notification of the conditions that make return or destruction infeasible. After written notifications that return or, destruction of Protected Health Information is infeasible, Service Provider shall extend the protections of this agreement to such Protected Health Information and limit
further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Service Provider maintains such Protected Health Information.
Right of Termination of Existing Service Contracts. Should Service Provider make a disclosure of PHI in violation of this Agreement, Client shall have the
right to immediately terminate any contract, other than this agreement, then in force between the Parties.
E. Nothing in this agreement shall be construed as an admission on the part of either Party that the relationship between Client and Service Provider is one of “Covered Entity” and “Service Provider” as those terms are known and construed under HIPAA and pertinent regulations issued by the Secretary. However, the duties and obligations of Service Provider under this agreement remain in full force and effect regardless of whether or not the relationship between the Parties is determined to be one between a “Covered Entity” and a “Service Provider” as those terms are known and construed under HIPAA and pertinent regulations issued by the Secretary.
F. Consideration. Service Provider recognizes that the promises it has made in this agreement shall, in the future, be detrimentally relied upon by Client in choosing to continue or commence a business relationship with Service Provider.
G. Remedies in Event of Breach. Service Provider hereby recognizes that irreparable harm will result to Client , and to the business of Client , in the event of a breach by Service Provider of any of the covenants and assurances contained in of this agreement. As such, in the event of breach of any of the covenants and assurances contained in above, Client shall be entitled to enjoin and restrain Service Provider from any continued violation of C. Furthermore, in the event of breach of C by Service Provider, Client be entitled to reimbursement and indemnification from Service Provider for the Client ’s reasonable attorneys fees and expenses and costs that were reasonably incurred as a proximate result of the Service Provider’s breach. The remedies contained in this paragraph G shall be in addition to (and not supersede) any action for damages Client may have for breach of any part of this agreement.
H. Modification. This agreement may only be modified through a writing signed by the Parties and, thus, no oral modification hereof shall be permitted. The Parties agree to take such action as is necessary to amend this agreement from time to time as is necessary for Client to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.
I. Interpretation of this contract in relation to other contracts between the Parties. Should there be any conflict between the language of this contract and any other contract entered into between the Parties (either previous or subsequent to the date of this agreement), the language and provisions of this agreement shall control and prevail unless in a subsequent written agreement the Parties specifically refer to this agreement by its title and date and, also, specifically state that the provisions of the later written agreement shall control over this agreement.
Any ambiguity in this agreement shall be resolved to permit Client to comply with the Privacy Rule.
Regulatory References. A reference in this agreement to a section in the Privacy Rule means the sections as in effect or as amended.
Notice to Client . Any notice required under this agreement to be given to Client shall be made in writing to the address recorded.
Notice to Service Provider. Any notice required under this agreement to be given to Service Provider shall be made in writing to Portiva.