This Business Associate Agreement (“Agreement”), dated [Insert month date, year] entered into between Findjoo.com, (“Findjoo”), and [insert client name], a [corporation/llc/partnership/individual] organized under [insert state/territory that the company is organized in, or where the individual resides] (“[Client name]”).

Findjoo.com is in the business of connecting consumers with various professionals and service-providers. [client name] is a health-care provider who falls under the definition of a “Covered Entity” for purposes of 45 CFR 160.103. Findjoo wishes to provide services for [client name] which may include storing information subject to HIPAA Rules. Acordingly, Findjoo and [client name] (the “Parties”) agree as follows.

The following terms used in this Agreement 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, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. “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 Findjoo. “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 [Client Name]. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

Business Associate agrees to:
(a) Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as Required By Law;

(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 the Agreement;

(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;

(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;

(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;

(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;

(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); and

(i) Make its internal practices, books, and records available to the Secretary of Health and Human Services for purposes of determining compliance with the HIPAA Rules.
Business Associate may only use or disclose Protected Health Information as follows:
(a) as necessary to perform the services set forth in any service agreement entered into between the Parties.

(b) as Required By Law;

(c) consistent with Covered Entity’s Minimum Necessary policies and procedures;

(d) for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate;

(e) to provide Data Aggregation services relating to the Health Care Operations of the Covered Entity.
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 as for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Business Associate agrees to report to Covered Entity any use or Disclosure of Protected Health Information not provided for by the Agreement 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; For any Breach or Security Incident which must be reported to the Covered Entity, Business Associate agrees to report within seven days of discovering the Breach or Security Incident. For purposes of this section, “discovering the Breach or Security Incident” refers to actual knowledge by Business Associate, or an employee of Business Associate of the Breach or Security Incident. Upon reporting a Breach or Security Incident to the Covered Entity, Business Associate’s duty to report information has been fulfilled and Business Associate is under no duty to handle any further notifications, including but not limited to notifying: individuals, Health and Human Services Office for Civil Rights, and any members of the media. Covered Entity shall notify Business Associate:
(a) of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or Disclosure of Protected Health Information;

(b) of any changes in, or revocation of, the permission by an individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s use or Disclosure of Protected Health Information.

(c) of any restriction on the use or Disclosure of Protected Health Information that Covered Entity has agreed to, or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or Disclosure of Protected Health Information.
Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity, except to the extent such Protected Health Information is used for Data Aggregation or the management and administration of Business Associate’s legal responsibilities. Business Associate shall not be held liable for any violations by Covered Entity under HIPAA Rules unless Business Associate is responsible for the violation. If Business Associate commits a violation under the HIPAA Rules, Business Associate shall be liable only to the extent provided under HIPAA Rules. Business Associate shall not be liable to Covered Entity for any claimed losses or damages incurred by Covered Entity as a result of a violation.

The Term of this Agreement shall be effective as of [Insert effective date], and shall terminate on [Insert termination date or event] or on the date Covered Entity terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner. Business Associate authorizes termination of this Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within one month of Covered Entity notifying Business Associate of such breach. Upon termination of this Agreement 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:
(a) 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;

(b) return to Covered Entity, or, if requested by Covered Entity, destroy the remaining Protected Health Information that the Business Associate still maintains in any form;

(c) 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;

(d) 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 out at Article 2.2 which applied prior to termination; and

(e) return to Covered Entity, or, if requested by Covered Entity, destroy the Protected Health Information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.
The obligations of Business Associate under this Article shall survive the termination of this Agreement.

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. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. The Parties have signed this Agreement on the date stated in the introductory statement, and contained on the signature lines below, with an Effective Date of [insert date].

[client name] __________________
[individual’s name], [title at co.]

Date: __________________


Findjoo.com ________________
[individual’s name], [title at co.]

Date: ______________