Business Associate Agreement Template


(Zimmer Reimbursement Services)
This Business Associate Agreement (this "Agreement") is entered into by and between Zimmer,
Inc. ("Business Associate") and _______________________ ("Covered Entity") in order to comply with
privacy and security provisions of the Health Insurance Portability and Accountability Act of 1996 and its
implementing regulations, as amended from time to time (statute and regulations collectively referred to
as "HIPAA").
Business Associate is a manufacturer of medical devices that provides reimbursement support
services (“Reimbursement Services”) to Covered Entity that may involve the receipt, creation, use, or
disclosure of PHI under one or more agreements or arrangements intended to assist the Covered Entity
with certain prior authorization, reimbursement and/or appeal activities for certain Zimmer products
and/or related procedures (each an “Underlying Arrangement”), and that are business associate services as
defined in HIPAA.
Business Associate and Covered Entity may have other arrangements, including the sale by
Business Associate and/or its affiliates (the “Zimmer Entities”), and purchase by Covered Entity of
medical devices and products from such Zimmer Entities, in which Zimmer Entities may obtain PHI from
Covered Entity for treatment or payment purposes (the “Treatment and Payment Arrangements”).
The Treatment and Payment Arrangements do not meet the definition of a business associate
service within the meaning of HIPAA and do not require the Zimmer Entities and Covered Entity to enter
into a Business Associate Agreement.
Covered Entity and Business Associate are required by HIPAA to enter into a Business Associate
Agreement with respect to the Reimbursement Services and agree that this Agreement applies only to PHI
obtained by the Business Associate in connection with providing the Reimbursement Services.
Definitions. Terms used, but not otherwise defined, in this Agreement shall have the
same meaning as those terms in HIPAA; provided that PHI shall refer only to protected health
information of the Covered Entity received or created by Business Associate in providing the
Reimbursement Services to Covered Entity.
Compliance and Agents. Business Associate agrees that to the extent it has access to
PHI, Business Associate will comply with the requirements of this Agreement with respect to such PHI.
Business Associate will ensure that every agent, including a subcontractor, to whom Business Associate
provides PHI received from, or created or received by Covered Entity will enter into a business associate
agreement with Business Associate that includes the same restrictions and conditions as set forth in this
Agreement. If Business Associate is required to carry out an obligation of Covered Entity under HIPAA,
Business Associate will comply with applicable requirements of HIPAA that apply to Covered Entity in
the performance of that obligation.
Use and Disclosure; Rights. Business Associate agrees that it shall not use or disclose
PHI except as permitted under this Agreement or as required by law. Business Associate’s use and
disclosure of PHI shall comply with the provisions of HIPAA applicable to business associates. Business


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