This Business Associate Agreement (“BAA”) effective on the last signature date below,
is entered into by and between getRx (“Company”) and ______________ (“Prescriber”).
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Prescriber has elected to use one or more smart device applications and/or access to Web based
software (“Applications”) that require Company to be provided with, to have access to, and/or to
create Protected Health Information that is subject to the federal regulations issued pursuant
to the Health Insurance Portability and Accountability Act (“HIPAA”) and codified at 45 C.F.R.
parts 160 and 164 (“HIPAA Rules”). This BAA shall apply to Company's Use, Disclosure, and creation
of PHI under the Underlying Contract(s) to allow Prescriber to comply with sections 164.502(e)
and 164.314(a)(2)(i) of the HIPAA Rules. Company acknowledges that as a Business Associate, it
is responsible for compliance with the HIPAA Security and Privacy Rules pursuant to Subtitle D
of the Health Information Technology for Economic and Clinical Health Act (HITECH), including
Sections 164.308, 164.310, 164.312 and 164.316 of title 45 of the Code of Federal Regulations.
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The following terms used in this BAA shall have the same meaning as those terms in the HIPAA Rules:
Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual,
Minimum Necessary, Notice of Privacy Practices, Privacy Rule, Protected Health Information, Required
By Law, Secretary, Security Incident, Security Standards, Subcontractor, Unsecured Protected Health
Information, and Use. “PHI” and “ePHI” shall mean Protected Health Information and Electronic Protected
Health Information, respectively, as defined in 45 C.F.R. § 160.103, limited to the information Company
received from or created or received on behalf of Prescriber as Prescriber’s Business Associate.
“Administrative Safeguards” shall have the same meaning as the term “administrative safeguards” in 45
C.F.R. § 164.304, with the exception that it shall apply to the management of the conduct of Company's
workforce, not Prescriber’s workforce, in relation to the protection of that information. Additionally,
the following definitions shall apply:
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(a) Business Associate. “Business Associate” shall generally have the same meaning as the
term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall
mean the Company with respect to this BAA.
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(b) Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered
entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean the Prescriber
with respect to this BAA.
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(c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement
Rules at 45 CFR Part 160, Part 162, and Part 164.
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Obligations and Activities of Business Associate.
Business Associate agrees to:
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(a) Not use or disclose protected health information other than as permitted or required by this BAA or as required by law;
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(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health
information, to prevent use or disclosure of protected health information other than as provided for by this BAA;
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(c) Report to Covered Entity any use or disclosure of protected health information not provided for by this BAA of which it
becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security
incident of which it becomes aware;
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(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create,
receive, maintain, or transmit protected health information on behalf of the Business Associate agree to the same restrictions,
conditions, and requirements that apply to the Business Associate with respect to such information;
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(e) Make available protected health information in a designated record set to the Covered Entity as necessary to satisfy
Covered Entity’s obligations under 45 CFR 164.524;
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(f) Make any amendment(s) to protected health information in a designated record set as directed or agreed to by the Covered
Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy covered entity’s obligations under 45 CFR 164.526;
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(g) Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as
necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528;
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(h) To the extent the business associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164,
comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s);
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(i) Implement Administrative Safeguards, Physical Safeguards, and Technical Safeguards (“Safeguards”) that reasonably and
appropriately protect the Confidentiality, Integrity, and Availability of ePHI as required by 45 C.F.R. Part 164 Subpart
C (“Security Rule”);
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(j) Make its policies, procedures and documentation required by the Security Rule relating to the Safeguards available to the
Secretary of HHS for purposes of determining Covered Entity's compliance with the Security Rule;
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(k) If Business Associate accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses, or discloses
Unsecured Protected Health Information (as defined in HITECH Sec. 4402(h)(1)), it shall, following the discovery of a breach of such
information, notify the Covered Entity of such breach. Such 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
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(l) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
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Permitted Uses and Disclosures by Business Associate
Business associate may make any and all Uses and Disclosures of PHI necessary to perform the services provided by its Applications.
Additionally, Business Associate may make the following Uses and Disclosures:
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(a) Use the PHI in its possession for its proper management and administration and to carry out the legal responsibilities
of Business Associate;
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(b) Disclose the PHI in its possession to a third party for the purpose of Business Associate’s proper management and
administration or to carry out the legal responsibilities of Business Associate, provided that the Disclosures are Required
By Law or Business Associate obtains reasonable assurances from the third party regarding the confidential handling of such
PHI as required under the Privacy Rule;
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(c) Provide Data Aggregation services relating to the Health Care Operations of the Covered Entity;
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(d) De-identify any and all PHI obtained by Business Associate under this BAA, and use such de-identified data, all in
accordance with the de-identification requirements of the Privacy Rule; or
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(e) Business associate may not use or disclose protected health information in a manner that would violate Subpart E of
45 CFR Part 164 if done by covered entity except for the specific uses and disclosures set forth herein.
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Obligations of Covered Entity.
Covered Entity agrees to timely notify Business Associate, in writing, of any arrangements between Covered Entity and the
Individual that is the subject of PHI that may impact in any manner the Use and/or Disclosure of that PHI by Business
Associate under this BAA.
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(a) Term. The Term of this BAA shall be effective on the last signature date below and shall terminate on the date Covered
Entity or Business Associate terminates this BAA.
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(b) Obligations of Business Associate Upon Termination. Upon termination of this BAA for any reason, business associate,
with respect to protected health information received from covered entity, or created, maintained, or received by business
associate on behalf of covered entity, shall:
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Retain only that protected health information which is necessary for business associate to continue its proper management
and administration or to carry out its legal responsibilities;
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Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected
health information to prevent use or disclosure of the protected health information, other than as provided for in this
Section, for as long as Business Associate retains the protected health information;
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Not use or disclose the protected health information retained by business associate other than for the purposes for which
such protected health information was retained and subject to the same conditions set forth herein which applied prior to
termination; and
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(c) Survival. The obligations of business associate under this Section shall survive the termination of this Agreement.
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- (a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
- (b) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
- (c) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.
- (d) No Third Party Beneficiaries. Nothing in this BAA shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
IN WITNESS WHEREOF, each of the undersigned has caused this BAA to be duly executed in its name and on its behalf.