2-BAA TEMPLATE 2024.pdf

BUSINESS ASSOCIATE AGREEMENT

Between

SALT LAKE COUNTY

For its Salt Lake County Health Department

And

[contractor]

This Agreement is made effective this day of , 202X, by and between Salt Lake County, a body corporate and politic of the State of Utah, on behalf of its Salt Lake County Health Department (“County”) and [contractor], a [state] [business designation type], with its principle place of business [business address] (“Business Associate”). County and Business Associate may be referred to as “the Parties.”

WITNESSETH:

WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, known as “the Administrative Simplification provisions,” direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and

WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services has issued regulations modifying 45 CFR Parts 160 and 164 (the “HIPAA Security and Privacy Rule”); and

WHEREAS, covered health care providers must comply with Subpart D of 45 CFR Part 164 of the HIPAA Security and Privacy Rule related to the security standards for the protection of Electronic Protected Health Information (collectively, the "Security Regulations") no later than April 20, 2005 (the "Security Regulations Effective Date");

WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide services (“Services”) to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a “business associate” of Covered Entity as defined in the HIPAA Security and Privacy Rule; and

WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement;

THEREFORE, in consideration of the Parties’ continuing obligations involved in the purchase and sales of Services, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties.

I. DEFINITIONS

Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth in the HIPAA Security and Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control; provided, however, obligations hereunder deriving from the Security Regulations shall be applicable to the Parties as of the Security Regulations Effective Date.

The term “Protected Health Information” means individually identifiable health information including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. “Protected Health Information” includes without limitation “Electronic Protected Health Information” as defined below.

The term “Electronic Protected Health Information” means Protected Health Information which is transmitted by Electronic Media (as defined in the HIPAA Security and Privacy Rule) or maintained in Electronic Media.

Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this Agreement.

II. CONFIDENTIALITY AND SECURITY REQUIREMENTS

(a) Business Associate agrees:

(i) to use or disclose any Protected Health Information solely: (1) for meeting its obligations as set forth in any agreements between the Parties evidencing their business relationship, or (2) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement or the HIPAA Security and Privacy Rule, and (3) as would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure were made by Covered Entity;

(ii) at termination of this Agreement, or any other business relationship between the Parties, or upon request of Covered Entity, whichever occurs first, if feasible, Business Associate will return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible; and

(iii) to ensure that its agents, including a subcontractor, to whom it provides Protected Health Information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information, and agrees to implement reasonable and appropriate safeguards to protect any of such information which is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees’ actions or omissions do not cause Business Associate to breach the terms of this Agreement.

(b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and disclose Protected Health Information as follows:

(i) if necessary, for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met:

(A) the disclosure is required by law; or

(B) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;

(ii) for data aggregation services, if to be provided by Business

Associate for the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship. For purposes of this Agreement, data aggregation services means the combining of Protected Health Information by Business Associate with the protected health information received by Business Associate in its capacity as a business associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities.

(c) Business Associate will implement appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement. Business Associate will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule.

(d) The Secretary of Health and Human Services shall have the right to audit Business Associate’s records and practices related to use and disclosure of Protected Health Information to ensure Covered Entity’s compliance with the terms of the HIPAA Security and Privacy Rule.

(e) Business Associate shall report to Covered Entity any use or disclosure of Protected Health Information which is not in compliance with the terms of this Agreement of which it becomes aware. Business Associate shall report to Covered Entity any Security Incident of which it becomes aware. For purposes of this Agreement, “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. In addition, Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement.

(f) Covered Entity agrees:

i. That it is the sole responsibility of Covered Entity to ensure that appropriate mechanisms, as provided by Business Associate, are used to secure Protected Health Information while in transit from Covered Entity to Business associate or from Business Associate to Covered Entity, including, without limitation, to utilize secure transport methods and not to utilize their account in such a way as to send or receive Protected Health Information via unencrypted email transport.

ii. That Business Associate will have no responsibility for any unauthorized use or disclosure of Protected Health Information that occurs while the information is in transit from Business Associate to Covered Entity or from Covered Entity to Business Associate.

iii. The obligations of Covered Entity under this Section ‘(f)’ shall survive the expiration, termination, or cancellation of this Agreement, and/or the business relationship of the Parties, and shall continue to bind Covered Entity, its agents, employees, contractors, successors, and assigns as set forth herein.

III. AVAILABILITY OF PHI

Business Associate agrees to make available Protected Health Information to the extent and in the manner required by Section 164.524 of the HIPAA Security and Privacy Rule. Business Associate agrees to make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information in accordance with the requirements of Section

164.526 of the HIPAA Security and Privacy Rule. In addition, Business Associate agrees to make Protected Health Information available for purposes of accounting of disclosures, as required by Section 164.528 of the HIPAA Security and Privacy Rule.

IV. TERM

This Agreement shall be effective upon execution by both Parties and shall continue for a term of five (5) years beginning [date] through [date] with the County and Business Associate reserving the right to terminate without penalty with thirty days’ written notice.

Or and will terminate upon the earlier of: (a) a permitted termination as set forth herein; (b) the expiration of [contract #]; or (c) the execution of a business associate agreement that supersedes this Agreement.

III. POINT OF CONTACT/NOTICES

All notices to be given under this Agreement shall be made in writing and shall be deemed given upon personal delivery, upon next business day immediately following the day sent if sent by overnight express carrier, or upon the third business day following the day sent if sent postage prepaid by certified or registered mail, return receipt requested, to the Parties at the following addresses (or to such other address or addresses as shall be specified in any notice given):

BUSINESS ASSOCIATE

Agency:

Address:

Contact Person: [name of contact] Email: [email of contact]

COUNTY

Agency: Salt Lake County Health Department Address: 2001 S State Street, Suite S2-600 Salt Lake City, Utah 84114

Contact Person(s): Emily Colvin Phone: (385)468-4123 Email: ecolvin@saltlakecounty.gov

VII. TERMINATION

mailto:ecolvin@saltlakecounty.gov

Notwithstanding anything in this Agreement to the contrary, either Party shall have the right to terminate this Agreement immediately if that Party determines that the other Party has violated any material term of this Agreement. If Party reasonably believes that the other Party will violate a material term of this Agreement and, where practicable, Party gives written notice to the other Party of such belief within a reasonable time after forming such belief, and the other Party fails to provide adequate written assurances to Party that it will not breach the cited term of this Agreement within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach is to occur, then Party shall have the right to terminate this Agreement and any other agreement between the Parties immediately.

VIII. MISCELLANEOUS

Except as expressly stated herein or the HIPAA Security and Privacy Rule, the Parties to this Agreement do not intend to create any rights in any third parties. The obligations of Parties under this Section shall survive the expiration, termination, or cancellation of this Agreement, and/or the business relationship of the Parties, and shall continue to bind Parties, their agents, employees, contractors, successors, and assigns as set forth herein.

This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement 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 Agreement and any other agreements between the Parties evidencing their business relationship.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law provisions, and the Parties hereby consent to the exclusive jurisdiction of such State and agree that all disputes shall be tried in the Salt Lake County, Utah.

No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion.

The Parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. The provisions of this Agreement 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 Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition, in the event a Party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such Party shall notify the other party in writing. For a period of up to thirty days, the Parties shall address in good faith such concern and amend the terms of this Agreement, if necessary, to bring it into compliance. If, after such thirty-day period, the Agreement fails to comply with the HIPAA Security and Privacy Rule, then either Party has the right to terminate upon written notice to the other Party.

IN WITNESS WHEREOF, the Parties execute this Agreement, and Business Associate certifies that any representations are true and correct and that it will abide by the terms of the

Agreement.

SALT LAKE COUNTY

By:

Mayor or Designee

Date:

HEALTH DEPARTMENT

Dorothy Adams

Executive Director

[COMPANY]

Printed Name:

Title: