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DocuSign Envelope ID:61 B96AF0-9902-4072-B6B0-7716FB6AEOD3 <br /> BUSINESS ASSOCIATE AGREEMENT <br /> This Business Associate Agreement ("Agreement") is made effective the first day of July 1, <br /> 2016, by and between Orange County Government through its Orange County Health Department <br /> ("Covered Entity"), and Functional Fitness, LLC, ("Business Associate"). Covered Entity and Business <br /> Associate may be referred herein individually as a "Party" or collectively as the "Parties". This <br /> Agreement supersedes any previously executed Business Associate Agreement between the Parties. <br /> WITNESSETH: <br /> WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and <br /> Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information <br /> Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the <br /> Administrative Simplification provisions," direct the Department of Health and Human Services to <br /> develop standards to protect the security, confidentiality and integrity of health information; and <br /> WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and <br /> Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach <br /> Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from <br /> time to time (the"HIPAA Security and Privacy Rule"); and <br /> WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business <br /> Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business <br /> Associate may be considered a"Business Associate" of Covered Entity as defined in the HIPAA Security <br /> and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred <br /> to as the"Service Agreement(s)"); and <br /> WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in <br /> fulfilling its responsibilities under such arrangement; <br /> THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, <br /> compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the <br /> receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this <br /> Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect <br /> the interests of both Parties. <br /> I. DEFINITIONS <br /> (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business <br /> Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby <br /> incorporated by reference, and which shall be taken and considered as a part of this document the same as <br /> if fully set out herein: <br /> Komen Grant Services <br /> (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in <br /> this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts <br /> 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement <br /> and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and <br /> Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the <br /> HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy <br /> Rule,the provisions of this Agreement shall control. <br /> (c) Electronic Protected Health Information. Protected Health Information that is transmitted <br /> by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule). <br /> 1 <br /> October 2013 <br />