/Docs/G/MI-Business-Associate-Agt-CmA/0.md
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MISCELLANEOUS.
  1. Limited Liability.
    In no event shall Business Associate be liable to Covered Entity for any losses or costs of Covered Entity for any matters relating to its obligations as a Covered Entity under HIPAA, including, without limitation, any lost reimbursement or revenues or lost profits, or special, incidental, punitive or consequential damages. Furthermore, in no event shall Business Associate's liability to Covered Entity under any circumstances exceed the amount of compensation actually received by Business Associate from Covered Entity under the Underlying Agreement. This Section 7.1 of the Agreement shall survive the termination or expiration of the Underlying Agreement or the Agreement.
  2. Indemnification.
    Covered Entity shall indemnify, defend and hold Business Associate harmless Business Associate and its owners, officers, employees, subcontractors and agents, from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses, including counsel's fees and expenses, as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom that (a) Business Associate incurs as a result of having performed services on behalf of Covered Entity under the Underlying Agreement or this Agreement or (b) arise from or based upon any violation of this Agreement and/or HIPAA by Covered Entity or any of its owners, officers, employees, subcontractors or agents. This Section 7.2 of the Agreement shall survive the termination or expiration of the Underlying Agreement or the Agreement.
  3. Amendment.
    The Parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The Parties agree to take such action as is necessary to comply with the standards and requirements of the HIPAA Rules and any other applicable laws and regulations relating to the security or confidentiality of the PHI.Upon either Party’s request, the other Party agrees to promptly enter into good faith negotiations concerning the terms of an amendment to this Agreement.
  4. Survival.
    The respective rights and obligations of the Parties under Articles 4, 5 and 6 and Sections 7.1, 7.2 and 7.10 shall survive the expiration or termination of this Agreement.
  5. Regulatory References.
    Regulatory References. A reference in this Agreement to a section of the HIPAA Rules means the section as in effect or amended.
  6. Interpretation.
    This Agreement shall be interpreted in the following manner:
    1. Any ambiguity shall be resolved in favor of a meaning that permits the Parties to comply with the HIPAA Rules.
    2. Any inconsistency between the Agreement provisions and the HIPAA Rules, including all amendments, shall be interpreted to permit compliance with the HIPAA Rules.
    3. Any provision of this Agreement that differs from those mandated by the HIPAA Rules, but is nonetheless permitted by the HIPAA Rules, shall be adhered to as stated in this Agreement.
  7. Entire Agreement, Severability.
    This Agreement constitutes the entire agreement between the Parties related to the subject matter of this Agreement, except to the extent that the Underlying Agreement imposes more stringent requirements related to the use and protection of PHI. This Agreement supersedes all previous and contemporaneous oral and written negotiations, commitments, and understandings relating thereto. This Agreement may not be modified unless done so in writing and signed by a duly authorized representative of both Parties. If any provision of this Agreement, or part thereof, is found to be invalid, the remaining provisions shall remain in effect.
  8. Assignment.
    This Agreement will be binding on the successors and assigns of Covered Entity and Business Associate.
  9. No Third Party Beneficiaries.
    The parties agree that the terms of this Agreement shall apply only to themselves and are not for the benefit of any third party beneficiaries.
  10. Intellectual Property.
    All intellectual property, including, without limitation, products relating to Business Associate's business, is the property of Business Associate, and Covered Entity shall not be allowed to possess or use such intellectual property except as authorized under the terms of the Underlying Agreement or this Agreement. Covered Entity's right to use Business Associate’s intellectual property in accordance with the terms of the Underlying Agreement and, as applicable, this Agreement, shall expire upon the termination of the Underlying Agreement and Provider shall not have any further right to use such intellectual property. This Section 7.10 of the Agreement shall survive the termination or expiration of the Underlying Agreement or the Agreement.
  11. Multiple Counterparts.
    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original.
  12. Interpretation.
    Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the then most current version of HIPAA and the HIPAA privacy regulations.
  13. Governing Law.
    This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of California, USA.
  14. Arbitration Clause.
    ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION OR THE AMERICAN HEALTH LAWYERS ASSOCIATION ALTERNATIVE DISPUTE RESOLUTION SERVICE UNDER ITS COMMERCIAL ARBITRATION RULES; HEALTHCARE PAYOR PROVIDER RULES; OR THE RULES OF PROCEDURE FOR ARBITRATION BY THE AMERICAN HEALTH LAWYERS ASSOCIATION. THE NUMBER OF ARBITRATORS SHALL BE ONE. THE PLACE OF ARBITRATION SHALL BE SAN FRANCISCO, CALIFORNIA. CALIFORNIA LAW SHALL APPLY. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.