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Patagon iaHealth Sales Agreement
<br /> This Subscriber Sales Agreement(including HIPAA Business Associate Agreement,Subscriber Services Agreement, Order
<br /> Form and the End-User Service Level Agreement(October 1,2012)which is hereby incorporated by reference),effective as
<br /> of this they /'h day of October,2012("Service Effective Date"), is made by and between Patagonia Health,Inc.
<br /> ("Business Associate"&"Vendor"),located at 15,200,Weston Parkway,Suite 106,CM,North Carolina 27513 ("Patagonia
<br /> Health")and, Orange County,by and through the Orange County Health Department ("Client')Located at 300,West
<br /> Tryon Street,Hillsborough,NC 27278
<br /> HIPAA BUSINESS ASSOCIATE AGREEMENT
<br /> WITNESSETH
<br /> WHEREAS,in connection with the goods and/or services provided to Client,Business Associate may be given or otherwise
<br /> have access to Protected Health Information("PHI"),as that term is defined in 45 CFR Part 160.103;and
<br /> WHEREAS,Business Associate and Client intend to protect the privacy and provide for the security of any PHI disclosed to
<br /> Business Associate, or to which Business Associate may have access, in compliance with the Health Insurance Portability
<br /> and Accountability Act of 1996, Public Law 104-191 ("HIPAA") and regulations promulgated there under by the U.S.
<br /> Department of Health and Human Services(the"HIPAA Regulations")and other applicable laws.
<br /> WHEREAS,as part of the HIPAA Regulations,the Privacy Rule that is codified at 45 CFR Parts 160 and 164 requires Client
<br /> to enter into a contract containing specific requirements with Business Associate prior to the disclosure of or providing access
<br /> to PHI as set forth in the Privacy Rule,including without limitation 45 CFR Sections 164.502(e)and 164.504(e).
<br /> NOW,THEREFORE, in consideration of the mutual promises and covenants set forth below, Client and Business Associate
<br /> agree as follows:
<br /> 1. Definitions
<br /> Terms used,but not otherwise defined,in this Agreement shall have the same meaning as those terms as set forth in
<br /> HIPAA and the HIPAA Regulations.
<br /> 2. Requirements
<br /> (a) Business Associate agrees to not use or further disclose Protected Health Information received from Client other
<br /> than as permitted or required by this Agreement,or as required by law.
<br /> (b) Business Associate agrees to use appropriate safeguards to prevent the use or disclosure of any Protected Health
<br /> Information other than as provided for by this Agreement,and to maintain the integrity and confidentiality of
<br /> any Protected Health Information created,received,maintained or transmitted by Business Associate on behalf
<br /> of Client.
<br /> (c) Business Associate agrees to report to Client immediately any and all security incidents resulting in a breach of
<br /> security involving Protected Health Information.
<br /> (d) Business Associate agrees to mitigate,to the extent practicable,any harmful effect that is known to Business
<br /> Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the
<br /> requirements of this Agreement or applicable law.
<br /> (e) Business Associate agrees to report to Client any use or disclosure,or improper or unauthorized access,of the
<br /> Protected Health Information not provided for by this Agreement.
<br /> (f) Business Associate agrees that any agent,including a subcontractor,to whom it provides Protected Health
<br /> Information,received from,or created or received by Business Associate on behalf of Client,shall be subject to
<br /> obligations of confidentiality with respect to such information at least as protective of the Protected Health
<br /> Information as provided under this Agreement.
<br /> (g) Business Associate agrees to provide access,at the request of Client,during normal business hours,to Protected
<br /> Health Information in a Designated Record Set,to Client or,as directed by Client,to an Individual in order to
<br /> meet the requirements under 45 CFR Part 164.524.
<br /> (h) Upon written request,Business Associate agrees to make any internal practices,books,and records maintained
<br /> in the ordinary course of business and relating to the use and disclosure of Protected Health Information
<br /> Confidential Page 1
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