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, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

Specific definitions:

(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 Academic Therapy Publications ("ATP").

(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 to this Agreement, shall mean Customers of ATP ONLINE who are covered entities or business associates of covered entities.

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

(d) Secretary. "Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services and those employees or agents designated to act on the Secretary's behalf.

Business Associate agrees to:

(a) Not use or disclose PHI 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 PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement;

(c) Report to Customer any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI 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 or agents that create, receive, maintain, or transmit PHI 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 PHI in a designated record set to the Customer or Customer's designee as necessary to satisfy Customer's obligations under 45 CFR 164.524, if applicable;

(f) Make any amendment(s) to PHI in a designated record set as directed or agreed to by the Customer pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Customer's obligations under 45 CFR 164.526;

(g) Maintain and make available the information required to provide an accounting of disclosures to the Customer as necessary to satisfy Customer's obligations under 45 CFR 164.528, if applicable;

(h) To the extent the Business Associate is to carry out one or more of Customer's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Customer 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.

(a) Business Associate may use or disclose PHI as required by law.

(b) Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 except for the specific uses and disclosures set forth below.

1. Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Customer(s), provided that such use or disclosure would not violate HIPAA Rules if done by Customer(s).
2. Business associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.
3. Business Associate may disclose PHI 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.

(c) Business Associate is authorized to use PHI to de-identify the information in accordance with 45 CFR 164.514(a)-(c).

(d) Business Associate may provide data aggregation services relating to PHI of Customer(s).

(a) Customer 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 PHI.

(b) Customer shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect business associate's use or disclosure of PHI.

(c) Customer shall notify Business Associate of any restriction on the use or disclosure of PHI 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 PHI.

Customer shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity.

(a) Term. The Term of this Agreement shall be effective as of the effective date when such terms are electronically accepted by the Customer, and shall terminate upon the date when written notice received by either party for any reason or on the date when the Customer terminates for cause as authorized in paragraph (b) of this Section.

1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;
2. Destroy the remaining PHI that the Business Associate still maintains in electronic form;
3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to ePHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI;
4. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at section (b) paragraphs 1-3 above under "Permitted Uses and Disclosures By Business Associate" which applied prior to termination; and
5. Destroy the PHI 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.

(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.