Egnyte Hipaa Business Associate Agreement (Page 5 of 6) in pdf

HIPAA Business Associate Agreement

the manner required by Section 164.524 of the Privacy Rule, (ii) for amendment or incorporate

any amendments to Protected Health Information in accordance with the requirements of

Section 164.526 of the Privacy Rule, or (iii) for purposes of accounting of disclosures, as

required by Section 164.528 of the Privacy Rule. Rather, Covered Entity will be solely

responsible for compliance with each of the foregoing.

6. TERMINATION.

Termination of Covered Entity’s business relationship with Business Associate shall be under

the terms set forth in the Services Agreement, incorporated herein by reference.

Notwithstanding anything in this BAA or in the Services Agreement to the contrary, Covered

Entity has the right to terminate this BAA immediately if Covered Entity determines that

Business Associate has violated any of its material terms.

7. MISCELLANEOUS.

By reference, this BAA incorporates, but does not supersede or replace, the Services

Agreement.

Except as expressly stated herein or in the Privacy Rule, the parties to this BAA do not intend to

create any rights in any third parties. The obligations of Business Associate under this Section

survive the expiration, termination, or cancellation of this BAA until such time as all Protected

Health Information stored or copied by Business Associate has been returned to Covered Entity

or destroyed.

This BAA may be amended or modified only in a writing signed by the parties. Neither party

may assign its respective rights or obligations under this BAA without the prior written consent

of the other party. None of the provisions of this BAA are intended to create, nor will they be

deemed to create, any relationship between the parties other than that of independent parties

contracting with each other solely for the purposes of effecting the provisions of this BAA and

the Services Agreement. This BAA will be governed by the laws of the State of California. No

change, waiver or discharge of any liability or obligation hereunder on any one or more

occasions will be deemed a waiver of performance of any continuing or other obligation, or will

prohibit enforcement of any obligation, on any other occasion. The parties agree that, in the

event that the Services Agreement contains provisions relating to the use or disclosure of

Protected Health Information which are more restrictive than the provisions of this BAA, the

provisions of the more restrictive documentation will control. The provisions of this BAA are

intended to establish the minimum requirements regarding Business Associate’s use and

disclosure of Protected Health Information.

In the event that any provision of this BAA is held by a court of competent jurisdiction to be

invalid or unenforceable, the remainder of the provisions of this BAA will remain in full force

and effect. In addition, in the event a party believes in good faith that any provision of this BAA

Egnyte Hipaa Business Associate Agreement Page 5