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from the Department or used, acquired, maintained, created or received by the Business

Associate on behalf of the Department, available to either the Department or the HHS

Secretary for the purposes of determining the compliance of either the Department or the

Business Associate with the Medicaid Act, and the HIPAA and HITECH Rules, or any

other federal, state or accreditation requirement. 45 C.F.R. 164.504.

k. Other Obligations: To the extent that Business Associate is to carry out one or more of

the Department’s obligations under the HIPAA and HITECH Rules or other federal or

state law, Business Associate agrees to comply with the legal requirements that apply to

the Department in performing that obligation;

3. Obligations of the Department

a. The Department shall notify Business Associate of a) any limitation in any applicable

Notice of Privacy Practices that would affect the use or disclosure of PHI by the Business

Associate and b) any changes, revocations, restrictions or permissions by an individual to

the use and disclosure of his/her PHI to which the Department has agreed, to the extent

such restrictions or limitations may affect the performance of Business Associate’s

services on behalf of the Department.

b. The Department shall not request that Business Associate use or disclose PHI in any

format, and in any manner, that would be prohibited if performed by the Department.

4. Hold Harmless

Business Associate agrees to indemnify and hold harmless the Department, its directors, officers,

agents, shareholders, and employees against any and all claims, demands, expenses, liabilities or

causes of action that arise from any use or disclosure of PHI not specifically permitted by this

Agreement, applicable state or federal laws, licensing, accreditation or other requirements.

5. Term of Agreement

a. Term. This Agreement shall be effective as of the Effective Date and shall terminate at

the end of the term of the Underlying Agreement. To the extent that the Underlying

Agreement automatically renews, this Agreement shall also automatically renew itself for

the same renewal period unless the Department terminates this Agreement for cause as

set forth in Section 5(c). Either party may terminate the Agreement consistent with the

written notice provision regarding termination in the Underlying Agreement.

b. Auto-renewal. In the event that this Agreement is automatically renewed, the Business

Associate agrees to be bound by the terms of this Agreement and laws referenced in this

Agreement that are current and in effect at the time of renewal.

c. Termination for Cause. Notwithstanding the foregoing, Business Associate authorizes

termination of this Agreement by the Department if the Department determines that

Business Associate has violated a material term of the Agreement. The Department shall

either, at its sole discretion:

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Business Associate Agreement Template - Maine Department Of Health And Human Services Page 5