Common use of Amendment to Comply with Law Clause in Contracts

Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this BA Statement and the Contract may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws relating to the security or confidentiality of PHI. The parties understand and agree that the Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all PHI that it receives or creates pursuant to this BA Statement. Upon the Covered Entity’s request, Business Associate agrees to promptly enter into negotiations with the Covered Entity concerning the terms of an amendment to this BA Statement and the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations or other applicable laws. The Covered Entity may terminate this BA Statement upon 90 days written notice in the event (i) Business Associate does not promptly enter into negotiations to amend this BA Statement and the Contract when requested by the Covered Entity pursuant to this Section; or (ii) Business Associate does not enter into an amendment to this BA Statement and the Contract providing assurances regarding the safeguarding of PHI that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA Regulations. Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees or agents assisting Business Associate in the performance of its obligations under this BA Statement, available to the Covered Entity, in a manner agreed to in advance by the parties, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against the Covered Entity, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is a named adverse party. No Third Party Beneficiaries. Nothing expressed or implied in this BA Statement is intended to confer, nor shall anything herein confer, upon any person other than the Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. Effect on Contract. Except as specifically required to implement the purposes of this BA Statement, or to the extent inconsistent with this BA Statement, all other terms of the Contract shall remain in force and effect. Electronic Health Records (EHR) If electronic health records are used or maintained with respect to PHI, individuals shall have the right to obtain a copy of such information in “electronic format”. No Remuneration for PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI, unless it first obtains a valid authorization from the individual whose PHI is being disclosed.

Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this BA Statement and the Contract may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws relating to the security or confidentiality of PHI. The parties understand and agree that the Covered Entity must receive satisfactory written assurance from Business Associate that Business Associate will adequately safeguard all PHI that it receives or creates pursuant to this BA Statement. Upon the Covered Entity’s request, Business Associate agrees to promptly enter into negotiations with the Covered Entity concerning the terms of an amendment to this BA Statement and the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations or other applicable laws. The Covered Entity may terminate this BA Statement upon 90 days written notice in the event (i) Business Associate does not promptly enter into negotiations to amend this BA Statement and the Contract when requested by the Covered Entity pursuant to this Section; or (ii) Business Associate does not enter into an amendment to this BA Statement and the Contract providing assurances regarding the safeguarding of PHI that the Covered Entity, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA Regulations. Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees or agents assisting Business Associate in the performance of its obligations under this BA Statement, available to the Covered Entity, in a manner agreed to in advance by the parties, Entity to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against the Covered Entity, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is a named adverse party. No Third Party Beneficiaries. Nothing expressed or implied in this BA Statement is intended to confer, nor shall anything herein confer, upon any person other than the Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. Effect on Contract. Except as specifically required to implement the purposes of this BA Statement, or to the extent inconsistent with this BA Statement, all other terms of the Contract shall remain in force and effect. Electronic Health Records (EHR) If electronic health records are used or maintained with respect to PHI, individuals shall have the right to obtain a copy of such information in “electronic format”. No Remuneration for PHI. Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI, unless it first obtains a valid authorization from the individual whose PHI is being disclosed.

Amendment to Comply with Law. The parties Parties acknowledge that state and federal laws and regulations relating to electronic data security and privacy are rapidly evolving and that amendment of this BA Statement and the Contract Agreement may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree In the event of any change to state or federal laws and regulations relating to data security and privacy affecting this Agreement, the Parties shall take such action as is necessary to implement the changes to the standards and requirements of HIPAA, the HIPAA Regulations Rules and other applicable laws rules relating to the confidentiality, integrity, availability and security or confidentiality of PHIPHI with respect to this Agreement. The parties understand and agree that the Business Associate shall provide to Covered Entity must receive satisfactory written assurance from Business Associate satisfactory to Covered Entity that Business Associate will shall adequately safeguard all PHI PHI, and obtain written assurance satisfactory to Covered Entity from Business Associate’s Subcontractors and agents that it receives or creates pursuant to this BA Statementthey shall adequately safeguard all PHI. Upon the Covered Entity’s requestrequest of either Party, Business Associate agrees to the other Party promptly enter into negotiations with the Covered Entity concerning shall negotiate in good faith the terms of an amendment to this BA Statement and the Contract embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations Rules, or other applicable lawsrules. The Covered Entity may terminate this BA Statement Agreement upon 90 days 30 days’ prior written notice in the event (i) that: Business Associate does not promptly enter into negotiations to amend this BA Statement and the Contract and this Agreement when requested by the Covered Entity pursuant to this Section; or (ii) Business Associate does not enter into an amendment to this BA Statement and the Contract providing and this Agreement, which provides assurances regarding the safeguarding of PHI that the sufficient, in Covered Entity, in its ’s sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA, the HIPAA RegulationsRules and applicable law. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the mutual written agreement of the Parties, without amendment of this Agreement. Any modified or amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version of the Appendix. Assistance in Litigation or Administrative Proceedings. Proceedings Covered Entity shall provide written notice to Business Associate shall make itselfif litigation or administrative proceeding is commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and any subcontractorsshall cause its employees, employees Subcontractors, or agents assisting Business Associate in the performance of its obligations under this BA Statementthe Contract to, available assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause its employees, Subcontractor’s and agents to, provide assistance, to the Covered Entity, in which may include testifying as a manner agreed to in advance by the parties, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against the Covered Entity, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except where witness at such proceedings. Business Associate or any of its subcontractoremployees, employee Subcontractors or agent agents shall not be required to provide such assistance if Business Associate is a named adverse party. No Third Party Beneficiaries. Nothing expressed or implied Interpretation and Order of Precedence Any ambiguity in this BA Statement Agreement shall be resolved in favor of a meaning that complies and is intended to conferconsistent with the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, nor this Agreement shall anything herein confercontrol. This Agreement supersedes and replaces any previous, upon any person other than separately executed HIPAA business associate agreement between the Parties. Survival Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive termination of this contract or this agreement and shall be enforceable by Covered Entity, . APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT This Appendix (“Appendix”) to the HIPAA Business Associate Agreement (“Agreement”) is s an appendix to the Contract and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoeverthe Agreement. Effect on Contract. Except as specifically required to implement For the purposes of this BA StatementAppendix, or to the extent inconsistent with this BA Statement, all other defined terms of the Contract shall remain in force and effect. Electronic Health Records (EHR) If electronic health records are used or maintained with respect to PHI, individuals shall have the right meanings ascribed to obtain them in the Agreement and the Contract. Unless the context clearly requires a copy distinction between the Contract, the Agreement, and this Appendix, all references to “Contract” or “Agreement” shall include this Appendix. Purpose This Appendix sets forth additional terms to the Agreement. Any sub-section of such information in this Appendix marked as “electronic format”. No Remuneration for PHI. Business Associate Reserved” shall not directly or indirectly receive remuneration in exchange for any PHI, unless it first obtains a valid authorization from the individual whose PHI is being disclosedbe construed as setting forth no additional terms.