2022-098-E-Health-Patagonia-Pay for additional Patagonia licenses for pharmacy app

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DocuSign Envelope ID:OE76022E-EB24-4BC8-9CBE-2BA3FA1CCA27 PatagotdaHealthSales Agreement received from,or created or received by Business Associate on behalf of Client available to Client,or at the request of Client,to the Secretary of Health and Human Services,or its designee,in a time and manner designated by Client or the Secretary,for purposes of the Secretary determining Client's compliance with applicable law,including without limitation,HIPAA and HIPAA Regulations. (i) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Client to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Part 164.528. (j) Business Associate agrees to provide to Client or an Individual,in the time and manner designated by Client, information collected in accordance with this Agreement,to permit Client to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Part 164.528. (k) Business Associate agrees to report to Client any security incidents of which Business Associate becomes aware regarding Electronic Protected Health Information. 3. Permitted Uses and Disclosures by Business Associate Business Associate may use or disclose Protected Health Information on behalf of,or to provide services to Client, as permitted under this Agreement.In addition: (a) Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information for the proper management and administration or to carry out any present or future legal responsibilities of Business Associate. (b) Except as otherwise limited in this Agreement,Business Associate may disclose Protected Health Information for the proper management and administration and to fulfill any present or future legal responsibilities of Business Associate,provided that disclosures are required by law,or provided that Business Associate 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 only for the purpose 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. (c) Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information to provide Data Aggregation services as permitted by 42 CFR Part 164.504(e)(2)(i)(B). (d) The provisions of this Agreement shall not apply to Protected Health Information that Business Associate may receive from any source outside the scope of this Agreement or independent of its relationship with Client. 4. Term and Termination (a) Term. The Term of this Agreement shall become effective the date of execution by Client,and shall terminate when all of the Protected Health Information provided by Client to Business Associate,or created or received by Business Associate on behalf of Client,or otherwise in Business Associate's possession,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 provisions in this Section. (b) Termination for Cause. Upon Client's knowledge of a material breach by Business Associate,Client shall provide a reasonable time for Business Associate to cure the breach. If Business Associate does not cure the breach or end the violation within such reasonable time,Client may terminate this Agreement,or if termination is not possible,report the problem to the Secretary of Health and Human Services. 5. Effect of Termination (a) Except as provided in paragraph (b)of this Section,upon termination of this Agreement,for any reason, Business Associate shall return or destroy all Protected Health Information received from Client,or created or received by Business Associate on behalf of Client,or otherwise in Business Associate's possession. Business Associate shall retain no copies of the Protected Health Information in any form. (b) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible,Business Associate shall provide to Client notification of the conditions that make return or destruction infeasible.Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit any further uses and disclosures of such Protected Health Information to only those purposes that make the return or destruction infeasible. 6. Miscellaneous Confidential Page 2