Business Associate Agreement

Last Modified: July 15, 2024

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You and the company, institution or other entity (“Healthcare Entity”) employing, contracting or retaining you, or on whose behalf you are using the Tabflows Inc. described below (collectively, you and such Healthcare Entity, “you”, the “Covered Entity”) agree to be bound by and become a party to this Tabflows Health Business Associate Agreement (this "Agreement") with Tabflows, Inc. (“we”, “us”, “Tabflows”, “Business Associate”). You represent, warrant and agree that you are authorized to enter into this Agreement on behalf of yourself and the Covered Entity and to bind yourself and the Healthcare Entity to the terms and conditions herein.

This Agreement is being entered into in connection with your use of our online services for healthcare clinic management, communication, and/or related functionality (the “Tabflows Health Service”) under the terms and conditions of that certain Tabflows Health Terms of Use Agreement or related order form (collectively, “TOU Agreement”) entered into between you and us. This Agreement, together with the TOU Agreement, as supplemented by this Agreement, (a) is intended by the parties as a final, complete and exclusive expression of the terms of our agreement regarding the subject matter hereof; and (b) supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to the subject matter hereof.

Healthcare Entity is a covered entity as such term is defined under HIPAA and as such is required to comply with the requirements thereof regarding the confidentiality and privacy of PHI.

By providing services pursuant to the TOU Agreement and receiving PHI for or on your behalf, Tabflows shall become a business associate, as such term is defined under HIPAA, and will therefore have obligations regarding the confidentiality and privacy of PHI that we receive from or on your behalf.

The parties hereby agree as follows:‍

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1. Definitions

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‍‍Catch-all definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

‍Specific definitions

1(a) Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Tabflows, Inc.

1(b) Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party in this Agreement, it refers to the individual, company, institution, or other entity employing, contracting, or retaining the individual agreeing to this Agreement, or on whose behalf the individual is using the Tabflows Inc. services, as described in the first paragraph of this Agreement. Collectively, the individual and the Healthcare Entity are referred to as “you” in this Agreement.

1(c) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

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2. Obligations and Activities of Business Associate

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‍Business Associate agrees to:

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2(a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;

2(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;

2(c) Report to Covered Entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware within 10 business days. The notification shall include:

• A description of the breach.
• The types of PHI that were involved.
• Steps the individuals should take to protect themselves from potential harm.
• A brief description of what the Business Associate is doing to investigate the breach, mitigate harm to individuals, and protect against further breaches.

2(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;

2(e) Make available protected health information in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524;

2(f) Make any amendment(s) to protected health information in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;

2(g) Maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528;

2(h) To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s);

2(i) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules;

2(j) Maintain logs and other documentation related to security incidents and breaches for a period of six (6) years from the date of occurrence;

2(k) Ensure that only those employees, agents, and subcontractors who need access to PHI to perform the services under this Agreement shall be granted access to such PHI. The Business Associate shall implement policies and procedures to restrict access to PHI to the minimum necessary to accomplish the intended purpose; and

2(l) Implement and maintain appropriate encryption mechanisms to protect PHI in accordance with industry standards.

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3. Permitted Uses and Disclosures by Business Associate

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3(a) Business Associate may use or disclose protected health information as necessary to perform the services set forth in the Master Subscription and Service Agreement.

3(b) Business Associate may use or disclose protected health information as required by law.

3(c) Business Associate agrees to make uses and disclosures and requests for protected health information consistent with Covered Entity’s minimum necessary policies and procedures.

3(d) Business Associate may use or disclose protected health information in a manner that is permitted by Subpart E of 45 CFR Part 164 if done by Covered Entity, including the specific uses and disclosures set forth below.

3(e) Business Associate may use protected health information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

3(f) Business Associate may disclose protected health information for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes 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.

3(g) Business Associate may provide data aggregation services relating to the health care operations of the Covered Entity.

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4. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions

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4(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of protected health information.

4(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information, to the extent that such changes may affect Business Associate’s use or disclosure of protected health information.

4(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of protected health information that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of protected health information.

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5. Permissible Requests by Covered Entity

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‍Covered Entity shall not request Business Associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity except as described above in Section 3 of the Agreement.

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6. Term and Termination

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6(a) Term. The Term of this Agreement shall commence on the date the party either clicks a checkbox indicating agreement, signs a document or otherwise clearly expresses agreement to use the Tabflows Health Service (the "Effective Date"), and shall continue until terminated by either party in accordance with the provisions of this Agreement.

6(b) Termination for Cause. Business Associate authorizes termination of this Agreement by Covered Entity, if Covered Entity determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within thirty (30) days of receiving written notice of the violation and a demand to cure. Written notice may be given by personal delivery or email transmission with confirmation of receipt.

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‍7. Obligations of Business Associate Upon Termination

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‍Upon termination of this Agreement for any reason, Business Associate, with respect to protected health information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:

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7(a) Retain only that protected health information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;

7(b) Return to Covered Entity [or, if agreed to by Covered Entity, destroy] the remaining protected health information that the Business Associate still maintains in any form;

7(c) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as Business Associate retains the protected health information;

7(d) Not use or disclose the protected health information retained by Business Associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out in Section 3 of the Agreement which applied prior to termination; and

7(e) Return to Covered Entity [or, if agreed to by Covered Entity, destroy] the protected health information retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

7(f) The obligations of Business Associate under this Section shall survive the termination of this Agreement.