14-130 New World Business Associate Agreement BUSINESS ASS®Ci�l'�'E AGi�EElyiIE1�1�'
This agreement ("Agreement") is hereby made as of the effective date set
forth below by and between New World Systems Corporation ("New World" or
"Business Associate"), a Michigan Corporation, and City of Cupertino, California,
("Customer" or "Covered Entity"), and is made in conjunction with the Standard
Software License And Services Agreement between the same parties dated May 22,
2014 (the "Software Agreement"). This Agreement sets forth the terms and
conditions under which New World will maintain the confidentiality of certain
employee information to which it may be provided access as required under the
Software Agreement.
1. Definitions
A. Catchy-all definition:
The following terms used in this Agre-ement shall have the same meaning as
those set forth in the rules adopted under the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), Public Law 104-191:
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
- Use
B. Specific definitions:
(a) Business Associate. The term "Business Associate" as used herein shall
generally have the same meaning as the terra "Business Associate" at 45 CFR
160.103, and in reference to the party to this agreement, shall mean New World
Systems.
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(b) Covered Entity. The term "Covered Entity" as used herein shall generally
have the same meaning as the term "Covered Entity" at 45 CFR 160.103, and in
reference to the party to this agreement, shall mean New World.
(c) HIPAA Rules. The term "HIPAA Rules" as used herein shall mean the Privacy,
Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part
164.
(d) Other Confidential Employee Information. The term "Other Confidential
Employee Information" as used herein shall include any personal information to
which Business Associate gains access under either this Agreement or the Software
Agreement that pertains uniquely and exclusively to any employee of Covered
Entity, including but not limited to personal information relating to an employee's
personnel record, residence, health, family or other relationships, or other facts not
directly and necessarily related to such individual's employment with Covered
Entity.
2. Obligations and Activities of Business Associate
Business Associate agrees to:
(a) Not use or disclose either Protected Health Information or Other Confidential
Employee Information other than as permitted or required by the Agreement or as
required by law;
(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;
(c) Immediately report to Covered Entity any use or Disclosure of Protected
Health Information or Other Confidential Employee 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;
(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;
(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;
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(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;
(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;
(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); and
(i) Make its internal practices, books, and records available to the Secretary for
purposes of determining compliance with the HIPAA Rules.
3. Permitted Uses and Disclosures b-r Business Associate
(a) Business Associate may only use or disclose Protected Health Information
and Other Confidential Employee Information as necessary to perform the services
set forth in Software Agreement. With the prior consent of Covered Entity, Business
Associate is authorized to use Protected Health Information to de-identify the
information in accordance with 45 CFR 164.514(a)-(c).
(b) Business Associate may use or disclose Protected Health Information and
Other Confidential Employee Information as :Required By Law.
(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.
(d) Business Associate may not use or disclose Protected Health Information in a
manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity.
4. Provisions for Covered Entity t�^ o Inform Business Associate of Privacy
Practices and Restrictions
(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.
(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
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Health Information, to the extent that such changes may affect Business Associate's
use or Disclosure of Protected Health Information.
(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.
5. Term and Termination
(a) Term. This Agreement shall be effective as of the last date of execution below
or the effective.date of the Software Agreement, whichever is earlier. This
Agreement shall remain in effect and enforceable during the entire duration of the
Software Agreement and shall terminate upon termination of the Software
Agreement.
(b) Termination for Cause. Notwithstanding the foregoing, Business Associate
authorizes termination of this Agreement by Covered Entity, if Covered Entity
determines Business Associate has violated a material term of the Agreement.
(c) Obligations of Business Associate Upon Termination. Upon termination of
this Agreement for any reason, Business Associate shall return to Covered Entity all
Protected Health Information received from Covered Entity, or created, maintained,
or received by Business Associate on behalf of Covered Entity, that the Business
Associate still maintains in any form. Business Associate shall retain no copies of
the Protected Health Information.
(d) Survival. The obligations of Business Associate under this Section shall
survive the termination of this Agreement.
ACKNOWLEDGED AND AGREED TO BY:
NEW WORLD SYSTEMS CORPORATION CITY OF CUPERTINO, CALIFORNIA
By: By:
La r D. Leinweber, President ristina Al aro
Interi Director f Administrative Services
APPROVED AS TO FORM:
By: % /V
Carol Korade City Attorney
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Date: i Date:
ATTEST
City Clerk
Date:
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