Business Associate Agreement Template Page 3
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311.
Individual Authorizations; Restrictions. Covered Entity will notify Business Associate of
any limitation in any Covered Entity’s notice of privacy practices, any restriction to the use or disclosure
of PHI that Covered Entity has agreed to with an individual, and of any changes in or revocation of an
authorization or other permission by an individual, to the extent that such limitation, restriction, change,
or revocation may affect Business Associate’s use or disclosure of PHI.
12.
Security Breach Notification.
Business Associate will, following the discovery of a
breach of “unsecured protected health information,” as defined in 45 CFR §164.402, notify Covered
Entity of such breach within 15 business days. The notice shall include the identification of each
individual whose unsecured protected health information has been, or is reasonably believed by Business
Associate to have been, accessed, acquired, or disclosed during such breach and other information
required by HIPAA.
13.
Term. This Agreement shall take effect on the effective date of the Underlying
Arrangement, and shall continue in effect unless and until either party terminates this Agreement with 30
days prior written notice to the other party, which shall also terminate the Underlying Arrangement.
14.
Breach; Termination; Mitigation. If Covered Entity knows of a pattern of activity or
practice of Business Associate that constitutes a material breach or violation of Business Associate’s
obligations under this Agreement, Business Associate and Covered Entity shall take any steps reasonably
necessary to cure such breach and make Business Associate comply, and, if such steps are unsuccessful,
Covered Entity may terminate this Agreement. Business Associate shall take reasonable actions available
to it to mitigate any detrimental effects of such violation or failure to comply.
15.
Return of PHI. Business Associate agrees that upon termination of this Agreement, and if
feasible, Business Associate shall, at its election, (a) return or destroy all PHI received from Covered
Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate
maintains in any form or manner and retain no copies of such information or, (b) if such return or
destruction is not feasible, immediately notify Covered Entity of the reasons return or destruction are not
feasible, and extend indefinitely the protection of this Agreement to such PHI and limit further uses and
disclosures to those purposes that make the return or destruction of the PHI not feasible.
16.
Conflicts. The terms and conditions of this Agreement will override and control any
conflicting term or condition of the Underlying Arrangement. All non-conflicting terms and conditions of
the Underlying Arrangement shall remain in full force and effect. Any ambiguity in this Agreement with
respect to the Underlying Arrangement shall be resolved in a manner that will permit Covered Entity to
comply with HIPAA.
IN WITNESS WHEREOF, Covered Entity and Business Associate execute this Agreement on
the dates written below.
COVERED ENTITY
ZIMMER, INC.
By
By
Print Name
Print Name
Its
Its
Date________________________________
Date________________________________
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