FIGHT PAPERWORK BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) is entered into between Fight Health Insurance, Inc. (“Business Associate”) and the customer agreeing to the terms below (“Covered Entity”), and supplements, amends and is incorporated into the Fight Paperwork Terms of Service located at www.fightpaperwork.com/terms-of-service (“Terms”). This BAA sets out the responsibilities and obligations of Business Associate as a business associate of Covered Entity under the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”).

RECITALS:

1. Covered Entity and Business Associate are parties to the Terms pursuant to which Business Associate may provide certain services to Covered Entity (“Services”).
2. In conjunction with Services, Covered Entity may make available to Business Associate Protected Health Information of Individuals, which Business Associate may only Use or Disclose in accordance with this BAA.

AGREEMENT:

Business Associate and Covered Entity agree to the terms and conditions of this BAA in order to comply with the rules on handling of Protected Health Information under the HIPAA Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy Rule”), the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security Rule”), and the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, Subpart D (“Breach Notification Rule”), all as amended from time to time.

1. DEFINITIONS
   1. Terms Defined in Regulation: Unless otherwise provided in this BAA or the Terms, all capitalized terms in this BAA will have the same meaning as provided under the Privacy Rule, the Security Rule, and the Breach Notification Rule.
   2. Protected Health Information or PHI: Protected Health Information (“PHI”) means PHI that is received from Covered Entity, or created, maintained or transmitted on behalf of Covered Entity, by Business Associate.
2. USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION
   1. Performance of Services: Business Associate will Use or Disclose PHI only for those purposes necessary to perform Services, or as otherwise expressly permitted in this BAA or Required by Law, and will not further Use or Disclose such PHI.
   2. Subcontractors: Business Associate agrees that, in accordance with 45 C.F.R. § 164.502(e)(1), if Business Associate’s Subcontractor creates, receives, maintains or transmits PHI on behalf of Business Associate, Business Associate will enter into an agreement with such Subcontractor that contains substantially the same restrictions and conditions on the Use and Disclosure of PHI as contained in this BAA.
   3. Business Associate Management, Administration and Legal Responsibilities: Business Associate may Use PHI for Business Associate’s management and administration, or to carry out Business Associate’s legal responsibilities. Business Associate may Disclose PHI to a third party for such purposes only if: (1) the Disclosure is Required by Law; or (2) Business Associate secures written assurance from the receiving party that the receiving party will: (i) hold the PHI confidentially; (ii) Use or Disclose the PHI only as Required by Law or for the purposes for which it was Disclosed to the recipient; and (iii) notify the Business Associate of any other Use or Disclosure of PHI.
   4. Data Aggregation and De-Identification: Business Associate may Use PHI to perform data aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). Business Associate may also de-identify PHI in accordance with 45 C.F.R. § 164.514, thus rendering such information “De-Identified Information” and not PHI subject to HIPAA or the HITECH Act. Business Associate shall have exclusive right and title in all De-Identified Information and may use De-Identified Information for any lawful purpose.
   5. Covered Entity Responsibilities: To the extent Business Associate is to carry out Covered Entity’s obligations under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to Covered Entity’s compliance with such obligations.
3. SAFEGUARDS FOR PROTECTED HEALTH INFORMATION
   1. Adequate Safeguards: Business Associate will implement and maintain appropriate safeguards to prevent any Use or Disclosure of PHI for purposes other than those permitted by this BAA, including administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of any electronic protected health information (“ePHI”), if any, that Business Associate creates, receives, maintains, and transmits on behalf of Covered Entity.
   2. Compliance with HIPAA Security Rule: Business Associate will comply with the applicable requirements of the HIPAA Security Rule.
4. REPORTS OF IMPROPER USE OR DISCLOSURE OF PROTECTED HEALTH INFORMATION, SECURITY INCIDENTS AND BREACHES
   1. Use or Disclosure Not Permitted by This BAA: Business Associate will report in writing to Covered Entity any Use or Disclosure of PHI for purposes other than those permitted by this BAA within twenty (20) business days of Business Associate’s learning of such Use or Disclosure.
   2. Security Incident and Breach Reporting: Business Associate will promptly notify Covered Entity of (i) any Security Incident of which Business Associate becomes aware, subject to Section 4(c); and (ii) any Breach that Business Associate discovers, including Breaches of unsecured PHI in accordance with 45 CFR § 164.410 of the Breach Notification Rule, provided that any notice for Breach will be made promptly and without unreasonable delay. Notifications made under this section will describe, to the extent possible, details of a Breach, including steps taken to mitigate the potential risks and steps Business Associate recommends Covered Entity take to address the Breach.
   3. Unsuccessful Attempts. Notwithstanding Section 4(b), this Section 4(c) will be deemed as notice to Covered Entity that Business Associate periodically receives unsuccessful attempts (including without limitation pings, unsuccessful log-on attempts, denial of service attacks, port scans and attempts) for unauthorized access, use, disclosure, modification, or destruction of information, or interference with the general operation of Business Associate’s systems and the Services. Covered Entity acknowledges and agrees that even if such events constitute a Security Incident, Business Associate will not be required to provide any notice under this BAA regarding such unsuccessful attempts other than this Section 4(c).
5. ACCESS TO PROTECTED HEALTH INFORMATION
   1. Covered Entity Access: To the extent Business Associate maintains PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Covered Entity, Business Associate will make such PHI available to Covered Entity within twenty (20) business days of a request by Covered Entity for access to such PHI.
   2. Individual Access: If an Individual makes a request for access directly to Business Associate, Business Associate will within fifteen (15) business days forward such request in writing to Covered Entity. Covered Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and Business Associate will make no such determinations. Only Covered Entity will release PHI to an Individual pursuant to such a request, unless Covered Entity directs Business Associate to do so.
6. AMENDMENT OF PROTECTED HEALTH INFORMATION
   1. Covered Entity Request: To the extent Business Associate maintains PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Covered Entity, Business Associate will provide such PHI to Covered Entity for amendment within twenty (20) business days of receiving a request from Covered Entity to amend an Individual’s PHI. Alternatively, if Covered Entity’s request includes specific instructions on how to amend the PHI, Business Associate will incorporate such amendment into the PHI it holds in a Designated Record Set within twenty (20) business days of receipt of the Covered Entity’s request.
   2. Individual Request: If an Individual makes a request for amendment directly to Business Associate, Business Associate will within fifteen (15) business days forward such request in writing to Covered Entity. Covered Entity will be responsible for making all determinations regarding amendments to PHI and Business Associate will make no such determinations unless Covered Entity directs Business Associate to do so.
7. ACCOUNTING OF DISCLOSURES OF PROTECTED HEALTH INFORMATION
   1. Disclosure Records: Business Associate will keep a record of any Disclosure of PHI that Business Associate makes, if Covered Entity would be required to provide an accounting to Individuals of such Disclosures under 45 C.F.R. § 164.528. Business Associate will maintain its record of such Disclosures for six (6) years from the date of the Disclosure.
   2. Data Regarding Disclosures: For each Disclosure for which it is required to keep a record under paragraph 7(a), Business Associate will record and maintain the following information: (1) the date of Disclosure; (2) the name of the entity or person who received the PHI and the address of such entity or person, if known; (3) a description of the PHI Disclosed; and (4) a brief statement of the purpose of the Disclosure.
   3. Provision to Covered Entity: Within twenty (20) business days of receiving a notice from Covered Entity, Business Associate will provide to Covered Entity its records of Disclosures.
   4. Request by Individual: If an Individual requests an accounting of Disclosures directly from Business Associate, Business Associate will forward the request and its record of Disclosures to Covered Entity within twenty (20) business days of Business Associate’s receipt of the Individual’s request. Covered Entity will be responsible for preparing and delivering the accounting to the Individual. Business Associate will not provide an accounting of its Disclosures directly to any Individual, unless directed by Covered Entity to do so.
8. ACCESS TO BOOKS AND RECORDS

   Business Associate will make its internal practices, books and records on the Use and Disclosure of PHI available to the Secretary to the extent required for determining compliance with the Privacy Rule, the Security Rule, or the Breach Notification Rule. No attorney-client, accountant-client or other legal privilege will be deemed waived by Business Associate or Covered Entity as a result of this Section.

9. TERMINATION

   If either party materially breaches this BAA, the non-breaching party may terminate this BAA on 10 days’ written notice (“Termination Notice Period”) to the breaching party unless the breach is cured within the Termination Notice Period. If a cure under this Section 9 is not reasonably possible, the non-breaching party may immediately terminate this BAA.

10. RETURN OR DESTRUCTION OF PROTECTED HEALTH INFORMATION
    1. Return or Destruction of PHI: Within sixty (60) days of termination of this BAA, Business Associate will return to Covered Entity all PHI that Business Associate or its Subcontractors maintain in any form or format. Alternatively, Business Associate may, upon Covered Entity’s consent, destroy all such PHI and provide Covered Entity with written documentation of such destruction.
    2. Retention of PHI if Return or Destruction is Infeasible: If Business Associate believes that returning or destroying PHI at the termination of this BAA is infeasible, it will provide written notice to Covered Entity within sixty (60) days of the effective date of termination of this BAA. Such notice will set forth the circumstances that Business Associate believes makes the return or destruction of PHI infeasible and the measures that Business Associate will take for assuring the continued confidentiality and security of the PHI. Business Associate will extend all protections, limitations and restrictions of this BAA to Business Associate’s Use or Disclosure of the PHI retained after termination of this BAA and will limit further Uses or Disclosures of such PHI to those purposes that make the return or destruction of the PHI infeasible.
11. MISCELLANEOUS
    1. COMPLIANCE WITH LAWS: The parties are required to comply with federal and state laws. If this BAA must be amended to secure such compliance, the parties will meet in good faith to agree upon such amendments. If the parties cannot agree upon such amendments, then either party may terminate this BAA upon thirty (30) days’ written notice to the other party.
    2. CONSTRUCTION OF TERMS: The terms of this BAA will be construed in light of any applicable interpretation or guidance on the Privacy Rule, the Security Rule or the Breach Notification Rule issued by HHS.
    3. NO THIRD-PARTY BENEFICIARIES: Nothing in this BAA will confer upon any person other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
    4. NOTICES: All notices required under the BAA will be given in writing and will be delivered by (1) personal service, (2) first class mail, or (3) messenger or courier. All notices shall be addressed and delivered to the contact designated by the party from time to time in writing to the other party. Notices given by mail will be deemed for all purposes to have been given forty-eight hours after deposit with the United States Postal Service. Notices delivered by any other authorized means will be deemed to have been given upon actual delivery.
    5. ENTIRE AGREEMENT: This BAA constitutes the entire agreement between the parties with regard to the Privacy Rule, the Security Rule and the Breach Notification Rule, there are no understandings or agreements relating to this BAA that are not fully expressed in this BAA and no change, waiver or discharge of obligations arising under this BAA will be valid unless in writing and executed by the party against whom such change, waiver or discharge is sought to be enforced.
    6. WRITTEN AGREEMENT: This BAA will be considered an attachment to the Terms and is incorporated as though fully set forth within the Terms. This BAA will govern in the event of conflict or inconsistency with any provision of the Terms.