HIPAA Compliance from Marketing Services Agreement
THIS LABORATORY MARKETING SERVICES AGREEMENT ("Agreement") is entered into August 26, 2014, by and between BioVentive, Inc., a California corporation ("Contractor"), and The National Reference Laboratory .for Breast Health, Inc. a Delaware corporation ("NRLBH"). Contractor and NRLBH are referred to as a "Party" or the "Parties."
HIPAA Compliance. In connection with the provision of the Services provided hereunder. Contractor may have access to certain protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended. Contractor agrees to execute and comply with the HIPAA Business Associate Agreement attached Exhibit E, which is hereby incorporated by reference. This Section V.C. shall survive the termination of this Agreement.
HIPAA Compliance from Agreement
This Agreement, is made by and between NEUROLOGIX, INC., hereinafter referred to as SPONSOR, with its principal office located at 271-32 E. Grand Central Parkway, Floral Park, NY 11005, and NORTH SHORE UNIVERSITY HOSPITAL a not-for-profit corporation organized and existing under the laws of the State of New York, with its principal office located at 300 Community Drive, Manhasset, NY 11030, hereinafter referred to as INSTITUTION, as of this day of July, 2003 (Effective Date).
HIPAA Compliance. All parties agree to treat as confidential and proprietary the other partys Confidential Information and to exercise the same care to prevent the disclosure of such information as the party exercises to prevent disclosure of its own proprietary and confidential information. SPONSOR understands that INSTITUTION will be required to protect protected health information under the laws and regulations promulgated pursuant to the Health Insurance Portability and Accountability (HIPAA) of 1996. Sponsor agrees to notify Institution if any of its employees or agents breach such confidentiality; provide reasonable, study-specific assistance to Institution in responding to state or federal inquiries concerning HIPAA compliance; and to provide reasonable assistance to Institution regarding use of patient identifiable health information disclosed by Institution to Sponsor. In the event INSTITUTION notifies SPONSOR of breach of this provision, SPONSOR shall be given sixty (60) days to cure such breach and to communicate to INSTITUTION that such breach has been rectified. If such breach remains uncured for greater than sixty (60) days, INSTITUTION may immediately terminate this Agreement.
HIPAA Compliance from Loan Agreement
THIS LOAN AGREEMENT (this "Agreement") is dated as of the 31st day of December, 2003 by and among OMEGA ACQUISITION FACILITY I, LLC, a Delaware limited liability company ("Initial Borrower") and each other entity that is or, by joinder, hereafter becomes a party to this Agreement as a Borrower (each, including Initial Borrower, a "Borrower" and, collectively, "Borrowers"), (b) the financial institutions who are or hereafter become parties to this Agreement as Lenders, and (c) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC"), as Agent and a Lender.
HIPAA Compliance. Neither Borrowers nor Guarantor is a "covered entity" within the meaning of HIPAA (as defined below). To the extent that and for so long as any Borrower or Guarantor becomes a "covered entity" within the meaning of HIPAA, each Borrower (a) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA and/or that could be materially adversely affected by the failure of each Borrower or Guarantor, as applicable, to be HIPAA Compliant (as defined below); (b) will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a "HIPAA Compliance Plan"); and (c) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that each Borrower or Guarantor, as applicable, is or becomes HIPAA Compliant. For purposes hereof, "HIPAA Compliant" shall mean that each Borrower or Guarantor, as applicable, (x) will be in compliance in all material respects with each of the applicable requirements of the so-called "Administrative Simplification" provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or their terms, as the case may be (each such date, a "HIPAA Compliance Date") and (y) is not and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably be expected to have a Material Adverse Effect in connection with any actual or potential violation by any Borrower or Guarantor of the then effective provisions of HIPAA. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.