Fillable Business Associate Agreement Template

agreements between the Parties hereto. In the event of a breach of this Agreement by Subcontractor,

Business Associate shall have the option to do the following:

4.1.1. Provide Subcontractor an opportunity to cure the violation, to the extent

curable, and end the violation within a reasonable time specified by Business Associate. If Subcontractor

does not cure the violation or end the violation as and within the time specified by Business Associate,

or if the violation is not curable, Business Associate may terminate its obligations to Subcontractor,

including, but not limited to, its future payment obligations and obligations to provide information,

materials, equipment or resources to Subcontractor; or

4.1.2. Immediately terminate this Agreement and any other agreements between the

Parties, if Business Associate reasonably determines that Subcontractor (i) has acted with gross

negligence in performing its obligations; (ii) is in violation of the law; (iii) willfully has violated or is

violating the privacy and security provisions of this Agreement; (iv) is unable to provide, if requested,

written assurances to Business Associate of its ability to protect the confidentiality and security of PHI;

or (v) is unable to comply with its obligations under this Agreement. Such termination of this Agreement

and any other agreements between the Parties shall be without prejudice to other legal remedies

available to Business Associate.

4.2.

Business Associate may also report the violation to the Secretary and Covered Entity,

and shall report the violation if neither termination nor cure is feasible.

Effect of Termination

5.1.

Upon termination of this Agreement, Subcontractor shall promptly return to Business

Associate one copy of all PHI, including derivatives thereof, and shall take all reasonable steps to

promptly destroy all other PHI held by Subcontractor by (i) shredding; (ii) securely erasing, or (iii)

otherwise modifying the information in those records to make it unreadable or undecipherable in the

future through any means. This provision shall apply to PHI in the possession of subcontractors or agents

of Subcontractor. At Business Associate's or Covered Entity’s request, Subcontractor shall certify in

writing that is has complied with the requirements of this section.

5.2.

If the return or destruction of PHI is infeasible, Subcontractor shall promptly notify

Business Associate of the conditions that make such return or destruction infeasible. Upon mutual

agreement by the Parties that return or destruction of PHI is infeasible; Subcontractor shall extend the

protections of this Agreement to such data and shall limit its further use or disclosure to purposes that

make its return or destruction infeasible. If Subcontractor subsequently wishes to destroy permanently

PHI, Subcontractor shall notify Business Associate in writing about its intent to destroy data at least ten

(10) days before such date of destruction. If Business Associate requests the return of any PHI,

Subcontractor shall comply as requested.

Indemnity

6.1.

Subcontractor shall promptly and fully defend, indemnify and hold harmless Business

Associate, its affiliates and respective officers, directors, agents and employees (“Indemnified Parties”)

against any act or omission of Subcontractor which gives rise to or results in any claim, demand, liability,

losses, fine, penalty, assessment, cost, judgment and award, including attorney’s fees, made or

recovered against Indemnified Parties or issued in favor of a third party, or cost of notification or

Page 6 of 9

July 2017

Business Associate Agreement Template - 2017 Page 6

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