2019-303-E Emergency Svc - NCHIEA participation agreement

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3 1.Cooperation.The Parties understand and acknowledge that numerous activities with respect to this Agreement shall likely involve each Party’s employees, agents, and third party contractors, vendors, or consultants. In seeking another Party’s cooperation, each Party shall make all reasonable efforts to accommodate the other Party’s schedules and reasonable operational concerns. A Party shall promptly report, in writing, to the other Party, any problems or issues that arise in working with the other Party’s employees, agents, or subcontractors that threaten to delay or otherwise adversely impact a Party’s ability to fulfill its responsibilities under this Agreement. In no case shall a Party be required to disclose PHI in violation of Applicable Law. This writing shall set forth in detail and with clarity the problems that the Party has identified. To the extent not legally prohibited, each Party shall: 1.01. cooperate fully with the other Party and any such third parties with respect to such activities as they relate to this Agreement; 1.02. provide such information to the other Party or such third parties as they may reasonably request for purposes of performing activities related to this Agreement; 1.03. devote such time as may reasonably be requested by the other Party to review information, meet with, respond to, and advise the other Party with respect to activities as they relate to this Agreement; 1.04. provide such reasonable assistance as may be requested by the other Party when performing activities as they relate to this Agreement; and 1.05.subject to a Party’s right to restrict or condition its cooperation or disclosure of information in the interest of preserving privileges in any foreseeable dispute or litigation or protecting a Party’s Confidential Participant Information, provide information and assistance to NC HIEA or other Parties in the investigation of HIPAA BreachHV, Security Breaches, or Disputes. 2.Definitions.For the purposes of this Agreement, the following terms shall have the meaning ascribed to them below. All defined terms are capitalized throughout this Agreement. Certain terms are defined by, or defined by reference, N.C.G.S. §90-414.3 and shall have the meaning and intent herein as set forth therein. Such terms include: business associate, business associate contract, covered entity, department, disclose or disclosure, emergency medical condition, HIPAA, individual, NC Health Information Exchange Advisory Board, NC Health Information Exchange Authority, opt out, protected health information, public health purposes, research purposes and State CIO. 2.01.Applicable Law shall mean all applicable statutes and regulations of North Carolina and of the state(s) or jurisdiction(s) in which the Participant operates, as well as all applicable United States federal statutes, regulations, standards and policy requirements. 2.02.Approved Third Parties shall mean Business Associates, Covered Entities, agencies of the State of North Carolina, and other entities that have entered into HIPAA compliant data sharing agreements with NC HIEA to further the purposes outlined in N.C.G.S. 90-414.2 et. seq. and other Applicable Law. 2.03.Authorization shall have the meaning and include the requirements set forth at 45 C.F.R. § 164.508 of the HIPAA Regulations and include any similar but additional requirements under Applicable Law. 2.04.Authorized User shall mean any person who has been authorized to Transact Message Content through the respective Participant’s System in a manner defined by the respective Participant. “Authorized Users” may include, but are not limited to, Health Care Providers; Health Plans; and employees, contractors, or agents of a Participant. An Authorized User may act as either a Submitter, Recipient or both when Transacting Message Content. 2.05.Clinical Portal shall mean the NC HealthConnex portal system made available to Participant, Participating Entities, and Authorized Users to use for Permitted Purposes. DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC