TEAMCME, LLC - Updated 9/15/2020

PROVIDER NETWORK AGREEMENT

THIS PROVIDER NETWORK AGREEMENT is by and between TeamCME, LLC, a Washington limited liability company (TeamCME and sometimes Company), and the individual who has typed out his or her name and digitally signed this Agreement as a medical provider (Provider and sometimes Member).

Accordingly, in consideration of the mutual promises stated in this Agreement, the parties agree as follows:
  1. DEFINITIONS
    • Agreement means this Provider Network Agreement, including schedules, as amended from time to time.
    • Effective Date. This Agreement is effective on the date that the Provider signs this Agreement.
    • Member Benefits means the benefits described in Section 5.
    • Monthly Membership Fee means the amount TeamCME charges Provider monthly for Network Services and Member Benefits.
    • Network Services means the services described in Sections 3.1 through 4.
    • OccMed Provider means a person who: (a) claims to be a medical provider, (b) claims he or she is certified or otherwise legally able to provide the Services, (c) has joined the TeamCME Network, (d) has a clinic whose location is listed in the TeamCME Network, and (e) is a person or business independent from TeamCME.
    • Online Store Purchases means anything that may be purchased directly from TeamCME through its website at teamcme.com.
    • Professional Services means any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by a State’s laws.
    • Services shall be defined in Schedule A, which lists the occupational testing services OccMed Providers offer and are advertised by TeamCME through TeamCME’s Network.
    • TeamCME Member means a person who has applied to be part of the TeamCME Network and has been accepted by TeamCME as a member.
    • TeamCME National Clients means companies with employees who need the Services who have contracted directly with TeamCME to manage the billing of the Services provided by OccMed Providers.
    • TeamCME Network means the nationwide network of clinics and medical providers who claim to be certified to provide Services which can be found at teamcme.com and on TeamCME’s applications for Apple iOS devices and Android devices.
  1. TERM AND TERMINATION. The term of this Agreement shall begin on the Effective Date.  This Agreement shall continue in effect for an initial term of one month following the Effective Date, unless earlier terminated as provided in Sections 2.1, 2.2 and 3. After the initial term and if not earlier terminated, this Agreement shall automatically renew for successive one-year terms.
    • No-Cause Termination. Both parties may terminate this Agreement for any reason or no reason upon 14 days’ written notice.
    • Non-Payment Termination. If Provider is late making a payment as stated in Section 6.3, TeamCME may terminate this Agreement upon emailing a notice to Provider.
    • Increased Monthly Membership Fee Termination. If TeamCME chooses to increase the Monthly Membership Fee and notifies Provider of the increase, the Provider may terminate this Agreement within 30 days of receiving the notice of the increase, and TeamCME shall not charge Provider for the next month’s Monthly Membership Fee.
    • Effect of Termination. If either party terminates this Agreement, Provider must still pay for the Network Services provided through the date of termination.
    • Rights Upon Termination. Upon the termination of this Agreement, all rights and obligations of the parties will cease, except for (a) those rights and obligations that accrued and remained unsatisfied prior to the termination of this Agreement; (b) those rights and obligations that expressly survive termination of this Agreement; and (c) the rights and obligations arising as a result of a breach of this
  1. NETWORK SERVICES. TeamCME shall provide the following Network Services to Provider:
    • Billing Services. When TeamCME National Clients utilizes Services from Provider, TeamCME shall provide a portal through teamcme.com which Provider shall use to invoice TeamCME for such Services.
    • TeamCME Network. Company shall provide the TeamCME Network for Provider to utilize for marketing Services to potential patients.
    • Educational Resource. TeamCME shall provide to Provider an educational resource regarding the Services.  Provider can place a telephone call to 541-276-6032 to access this resource.  If TeamCME changes this phone number, the new phone number shall be on teamcme.com.
    • Online Store. TeamCME has an online store through its website at teamcme.com (Online Store).  TeamCME may choose to terminate its Online Store or change what is offered in its Online Store at any time, without notice, and in TeamCME’s sole discretion.
    • Monthly Membership Fee. TeamCME shall post the Monthly Membership Fee on teamcme.com.  If TeamCME increases the Monthly Membership Fee, it shall email a notification to Provider.  Provider shall have 30 days to decide to either terminate this Agreement or pay the increased Monthly Membership Fee.  Provider may terminate the Agreement according to Section 2.3.  If Provider does not terminate the Agreement within 30 days of receiving notice, he or she shall pay the increased Monthly Membership Fee.
  1. LIMITATIONS OF NETWORK SERVICES.  
    • OccMed Providers.
      • TeamCME does not have any control over how Provider performs Professional Services or Services.
      • TeamCME shall not provide any Professional Services. Only Provider or OccMed Providers shall provide Professional Services.
      • TeamCME and Provider are not in business together, meaning there is no partnership, joint venture, or agency relationship between them. Neither TeamCME nor Provider have the authority to bind each other in a contract or make any agreements or representations on each other’s behalf.
      • Provider determines his or her availability and ability to provide Services to persons seeking such Services and may choose not to provide Services to persons, in his or her sole discretion.
    • No Vetting of OccMed Providers. The TeamCME Network consists of people who claim to be medical providers with the appropriate licensure and certifications to be able to provide the Services in accordance with all laws and regulations.  TeamCME does not verify any of the information, including licensure or certification.
    • Medical Records. TeamCME shall not keep any medical records of Services and Professional Services provided by Provider.  All documentation of the Services, aside from invoices and the information needed to create the invoices, shall be maintained by Provider.
  1. MEMBER BENEFITS.  TeamCME may provide its TeamCME Members with benefits (Member Benefits).  These benefits may be terminated or changed at any time, without notice, in TeamCME’s sole discretion.  The Member Benefits may be listed on the “Member Benefit” webpage on teamcme.com.  However, the Member Benefits listed on www.teamcme.com may be out of date and if the Provider wants a list of current Member Benefits, the Provider shall contact TeamCME by telephone call
  1. PROVIDER’S RESPONSIBILITIES OR COVENANTS.  As of the Effective Date and throughout the term of this Agreement, Provider's duties shall include:
    •  Application. The Provider shall completely and accurately fill out the TeamCME application (Application) for membership on teamcme.com.
    • Selected Services and Fee Schedule. Provider must choose which Services he or she wants listed on the TeamCME Network by selecting such Services on the Application (Selected Services).  The Provider shall update his or her Selected Services and the prices the Provider charges for the Selected Services (Fee Schedule) by updating this information on teamcme.com in the member center.
    • Payment.
      • Credit Card Information. Provider shall provide accurate credit card information to TeamCME for TeamCME to keep and use for payments (CC on File).  The CC on File will first be provided with the Application, and Provider shall notify TeamCME of any changes or update the CC on File using TeamCME’s portal through teamcme.com.
      • Payment Due at Purchase. For Online Store Purchases and for in-person trainings offered by TeamCME, Provider shall pay TeamCME at the time of purchase with the CC on File.
      • TeleSensiCardiac. If Provider chooses to use or purchase TeleSensiCardiac software and services, Provider shall make any payments for TeleSensiCardiac directly to TeleSensiCardiac.
      • Monthly Payment. Other than the items stated in Sections 6.3.2 and 3.3, Provider shall pay TeamCME monthly for the Network Services and any other services provided by TeamCME for which Provider is emailed an invoice with the CC on File.   This monthly payment shall be an automatic monthly payment from the CC on File and TeamCME shall email a receipt to Provider.
      • No Setoff. The Provider shall not setoff amounts owed to TeamCME by amounts Provider claims are owed by TeamCME to Provider.
    • TeamCME National Clients. If Provider chooses to provide Services to the employees of TeamCME National Clients, Provider shall use TeamCME’s National Billing Portal on teamcme.com to accurately invoice TeamCME for such Services and shall include all information requested by TeamCME.  Provider shall not charge TeamCME more than his or her usual and customary charge for Services.
    • Compliance with Law. It is Provider’s sole responsibility to comply with all relevant federal and state statutes, laws, rules, regulations, and ordinances applicable to the Services.
    • Professional Liability Insurance. Provider shall maintain professional liability insurance for Provider and all OccMed Providers who provide Services with Provider at Provider’s clinic location(s).
    • Medical Records. Provider shall keep and maintain patient medical records in connection with the Services in accordance with all applicable State and Federal laws and regulations.
    • Licenses and Certifications. Provider shall keep and maintain the licenses, certifications or registrations required by State or Federal law or regulation to provide the Selected Services.
  1. TEAMCME RESPONSIBILITIES OR COVENANTS.  As of the Effective Date and throughout the term of this Agreement, TeamCME’s duties shall include:
    •  Applications for the TeamCME Network. TeamCME shall review Provider’s Application and shall decide, in its sole discretion, whether to accept Provider as a member of the TeamCME Network (TeamCME Member).  TeamCME shall notify the Provider of its decision via email.
    • TeamCME National Clients.
      • Letter. TeamCME shall provide a letter to its TeamCME National Clients that shall state that the company is a TeamCME National Client, and that OccMed Providers shall invoice TeamCME directly for Services provided to employees of TeamCME National Clients.  TeamCME shall require its TeamCME National Clients to provide this letter with the employee’s name to the OccMed Provider.
      • Payment. TeamCME shall pay Provider for accurate and complete invoices submitted through the National Billing Portal at teamcme.com within 30 days of the submittal.  TeamCME shall pay Provider his or her usual and customary charges for Services, which are fair market value.  TeamCME does not receive any discounts or commissions from Provider and does not engage in any fee-splitting with the Provider.
  1. REPRESENTATIONS AND WARRANTIES.
    • Provider’s Representations and Warranties.
      • Licenses and Certifications.  Provider represents and warrants that he or she has the applicable licenses, certifications, or registrations legally required by State and Federal law to provide the Services the Provider notifies TeamCME to list in TeamCME’s Network.
      • Information in Application Correct.  Provider represents and warrants that the information provided in his or her TeamCME Application is correct.
      • Authority.  The person signing below on behalf of Provider represents and warrants that he or she is signing with complete authority to enter into a binding agreement on behalf of Provider concerning the matters contained in this Agreement.
    • TeamCME’s Representations and Warranties.
      • Accreditation or Certification. TeamCME represents and warrants that if accreditation, certification, or licensure is required to provide the type of training TeamCME offers to Provider, TeamCME has the appropriate accreditation, certification, or licensure.
      • The person signing below on behalf of TeamCME represents and warrants that he or she is signing with complete authority to enter into a binding agreement on behalf of TeamCME concerning the matters contained in this Agreement.
      • No Other Representations or Warranties. Other than the representations and warranties stated in Sections 8.2.1 and 2.2, TeamCME makes no warranties and expressly disclaims and excludes all warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, or any warranties that may have arisen or may arise from course of performance, course of dealing or usage of trade.
  1. NONEXCLUSIVE NETWORK SERVICES. Provider may participate in any network similar to the TeamCME Network during the term of this Agreement and afterwards.
  1. TEAMCME LIABILITY LIMITATIONS.
    • TeamCME shall not be liable for any loss, damage, or claim arising out of (a) Professional Services, or (b) Services, or (c) relying upon the TeamCME Network.
    • TEAMCME IS NOT RESPONSIBLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY INJURY TO PROVIDER OR ANY THIRD PARTY OR PROPERTY CAUSED BY: THE NETWORK SERVICES; MEMBER BENEFITS; ONLINE STORE PURCHASES; TRAINING; OR TEAMCME NATIONAL CLIENTS OR THEIR EMPLOYEES OR AFFILIATES.
    • Standard of Care. Excluding the liability limitations listed in Sections 10.1 and 10.2, TeamCME shall not be liable for any loss, damage, or claim arising out of this Agreement, so long as such action or omission does not constitute gross negligence, fraud, or willful misconduct by TeamCME.
  1. REMEDIES.
    • Limitations on Provider Remedies. Provider’s remedies arising from this Agreement, whether in contract, in tort, or otherwise, shall not exceed the Max Remedy.  The Max Remedy shall be (a) minus (b), where (a) is the total amount Provider has paid to TeamCME under this Agreement for the previous six months, and (b) is the amount paid by TeamCME for the equipment and supplies purchased by Provider for the previous six months.
    • Provider Indemnification. Provider shall indemnify and defend TeamCME and its respective officers, agents, employees, and affiliates (“TeamCME Indemnified Persons”) against any and all liability, loss, damage, claim or expenses of any kind and of whatever nature, including all costs and attorney fees, arising out of (a) the performance of this Agreement and for which Provider is responsible, or (b) claims or occurrences relating to or resulting from any event that occurs following the termination of this Agreement, or (c) claims or occurrences relating to or resulting from Provider or any affiliate of Provider providing Services or Professional Services.  Indemnification is a non-exclusive remedy for TeamCME.  TeamCME shall control its own defense.  This Section 11.2 shall survive termination of this Agreement.
    • Cumulative Remedies. Subject to the limitations in Section 10, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
  1. GENERAL PROVISIONS.
    • Limitations on Invoices and Payments. Neither party shall seek a refund, correction, adjustment, or additional payment related to any overpayment, underpayment, or nonpayment of Services more than 180 days after the date the Services were received or said to have been received.
    • Intellectual Property. TeamCME’s intellectual property, including the TeamCME Network, teamcme.com, and the TeamCME logo remain the property of TeamCME and Provider may not use in any way outside of the terms of this Agreement without the prior written consent of TeamCME.  However, Provider may use TeamCME’s logo to inform employees, independent contractors, customers, etc. of Provider’s use of the TeamCME Network.
    • Amendments in Writing. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.
    • Notices. Emailed notices to Provider shall be sent to the email address stated in the Application.
All other notices shall be mailed via the United States Post Office, United Parcel Service, or Federal Express.  The notice shall be considered delivered three days after it was mailed.  The notices shall be sent, unless either party notifies the other of an updated address, to: Company: TeamCME, LLC 509 SW Frazer Ave. Pendleton, OR 97801 Provider: The mailing address stated in the Application.
    • Entire Agreement. This Agreement and the Application represents the entire agreement between the parties and supersedes all prior agreements, whether written or oral, between the parties.
    • Waivers.  Neither party shall be deemed by any act or omission to have waived any of its rights or remedies unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically stated in writing.
    • Judicial Reformation and Severability. If any provision or portion of any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, then such provision shall be first judicially reformed to become enforceable to the maximum extent permitted by law. Reformation shall not void the Agreement and the other provisions shall remain in full force and effect and shall not be affected by the reformed provision.  If any provision cannot be judicially reformed, it shall be severed from this Agreement and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
    • Governing Law, Jurisdiction, and Venue. This Agreement shall be interpreted under and governed by the laws of the State of Washington.  The venue of any claim shall be brought in the appropriate court closest to Richland, Washington.  This Section 12.8 shall survive the termination of this Agreement.
    • Parties Bound and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties. Neither party may assign or otherwise transfer its interest under this Agreement without written consent of the other party.
    • Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts (including electronic or PDF files), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Further, the words “execution,” “signed,” “signature,” and words of like import shall include electronic signatures, and shall have the same legal effect, validity or enforceability as a manually executed signature.
    • Joint Authorship. This Agreement is a product of the negotiation of both parties. For convenience, it has been drafted by one of the parties. This Agreement shall not be construed in favor of, or against, either party.
    • No Third Party This Agreement is not intended to benefit and shall not benefit, any person or entity other than Company and Provider, except as expressly indicated in this Agreement.
    • Setoff Permitted. Notwithstanding anything to the contrary in this Agreement, and without any prejudice to any other right or remedy it has or may have, Company may, with contemporaneous notice to Provider, set off or recoup any liability Company owes to Provider against any liability for which Company determines in good faith Provider is liable to, whether either liability is matured or unmatured or arises under this Agreement.
    • Attorney’s Fees and Costs. The prevailing party to an enforcement action or dispute arising under or related to this Agreement shall be entitled to reasonable attorney’s fees and costs incurred by the prevailing party, in addition to any other relief to which they may be entitled.
    • United States Limitation. All services, including the Network Services, the Android and iOS applications, and teamcme.com shall be limited solely to the United States.  Provider shall not utilize the services outside the United States.
    • HIPAA. If Provider is a Covered Entity, then TeamCME shall be a Business Associate, where both Covered Entity and Business Associate are defined in 45 C.F.R. §160.103.  If Provider is a Covered Entity, then the Business Associate Agreement in Schedule B shall apply.

SCHEDULE A

List of Services

Description                                                    CMV Driver Medical Exam DOT Breath Alcohol Test with Confirmation DOT Drug Test with MRO Review DOT Drug Test Collection Only School Bus Driver Medical Exam Merchant Mariner Medical Exam FAA BasicMed Medical Exam  

SCHEDULE B

BUSINESS ASSOCIATE AGREEMENT

TEAMCME, LLC

  THIS BUSINESS ASSOCIATE AGREEMENT is entered into and made a part of all agreements, existing now or in the future (collectively the “BAA Agreement”) by and between the individual medical provider or the medical provider entity who signs this BAA Agreement, including its subsidiaries and affiliated entities (“Covered Entity”), and TeamCME, LLC (“Business Associate”) as of the date the Covered Entity signs this BAA Agreement (“Effective Date”).

RECITALS

A. Covered Entity and Business Associate have entered into a provider network agreement (“Provider Network Agreement”) where Protected Health Information may be created, received, maintained, or transmitted by Business Associate on Covered Entity’s behalf. The parties desire to comply with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the “HITECH Act”), and other state and federal laws and regulations, as applicable, including the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164 (together, the “HIPAA Rules”).

B. The HIPAA Rules require a Covered Entity to enter into a Business Associate Agreement with a Business Associate prior to the Disclosure of Protected Health Information, as set forth in, but not limited to, 164.45 C.F.R. §§164.314(a), 164.502(e) and 164.504(e).

  1. DEFINITIONS
  • The following terms used in this BAA Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic Protected Health Information, 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.
  • Business Associate shall generally have the same meaning as the term “business associate” at 45 C.F.R. §160.103, and in reference to the party to this Agreement, shall mean TeamCME, LLC.
  • Covered Entity shall generally have the same meaning as the term “covered entity” at 45 C.F.R. §160.103, and in reference to the party to this BAA Agreement, shall mean the individual medical provider or the medical provider entity who signs this BAA Agreement.
  1. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
  • Use and Disclosure.  Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by this BAA Agreement or as Required by Law.
  • Safeguards.  Business Associate agrees to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to Electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by this BAA Agreement.
  • Reporting.  Business Associate agrees to promptly report to Covered Entity any Use or Disclosure of Protected Health Information not provided for by this BAA Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 C.F.R. §164.410.
  • Agents and Subcontractors.  In accordance with 45 C.F.R. §§164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate agrees to ensure that any agent or Subcontractor that receives, creates, maintains, or transmits Protected Health Information on behalf of the Business Associate agrees to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information.
  • Access by Individuals.  Business Associate agrees to make available Protected Health Information in a Designated Record Set to the Covered Entity or, if so directed by the Covered Entity, to the Individual or Individual’s designee as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. §164.524.
  • Amendment.  Business Associate agrees to 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 C.F.R. §164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. §164.526.
  • Accounting.  Business Associate agrees to maintain and make available to the Covered Entity, or if so directed by the Covered Entity, to the Individual or the Individual’s designee, the information necessary for Covered Entity to satisfy its obligations under 45 C.F.R. §164.528.
  • Delegated Duties. To the extent the Business Associate is to carry out one or more of Covered Entity ‘s obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s).
  • Governmental Access to Records.  Business Associate agrees to make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
  • Expenses of Breach Notification and Credit Monitoring.  The Covered Entity shall cover all expenses of breach notification and credit monitoring.
  1. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
  • Business Associate shall only use or disclose Protected Health Information as necessary to perform the services set forth in the Provider Network Agreement.
  • Business Associate shall not use Protected Health Information to de-identify the information, except with the prior written authorization of the Covered Entity and consistent with the requirements of 45 C.F.R. §164.514.
  • Business Associate may use or disclose Protected Health Information as Required by Law.
  • Business Associate shall use only the Minimum Necessary amount of Protected Health Information to perform the specified functions, activities, or services set forth in the Provider Network Agreement.
  • Business Associate shall not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth below:
    • 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.
    • 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.
  • Business Associate shall not use or disclose Protected Health Information for fundraising or marketing purposes, except if it is consistent with the requirements of 45 C.F.R. §164.514(f) and §164.508(a)(3).
  • Business Associate shall not disclose Protected Health Information to a health plan for payment or Health Care Operations purposes if the Business Associate has received written notice from the Individual or the Covered Entity that the Individual has made this special restriction and has paid out of pocket in full for the health care item or service to which the Protected Health Information solely relates, as required by 45 C.F.R. §164.522.
  1. OBLIGATIONS OF COVERED ENTITY
  • Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 C.F.R. §164.520, to the extent that such limitation may affect Business Associate’s use or Disclosure of Protected Health Information.
  • 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.
  • 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 C.F.R. §164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of Protected Health Information.
  • 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 C.F.R. Part 164 if done by Covered Entity, except as permitted in paragraph 3.5.
  1. TERM AND TERMINATION
  • Term. The Term of this BAA Agreement shall be effective as of the Effective Date and shall terminate upon the termination of the Provider Network Agreement or on the date Covered Entity terminates this BAA Agreement for cause as authorized in paragraph 5.2, whichever is sooner.
  • Termination for Cause. Business Associate authorizes termination of this BAA Agreement by Covered Entity if Covered Entity determines Business Associate has violated a material term of the BAA Agreement and Business Associate has not cured the breach or ended the violation within 60 days of when Business Associate received the notification from Covered Entity.
  • Obligations of Business Associate upon Termination.  Upon termination of this BAA 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:
    • 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;
    • Return to Covered Entity or destroy the remaining Protected Health Information, including derivatives thereof, that the Business Associate or its agents or Subcontractors still maintains in any form;
    • Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. 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 paragraph 5.3, for as long as Business Associate retains the Protected Health Information;
    • 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 at paragraph 3.5(a) and (b) which applied prior to termination; and;
    • Return to Covered Entity or 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.
  • Survival. The obligations of Business Associate under paragraph 5.3 shall survive the termination of this BAA Agreement.
  1. MISCELLANEOUS
  • Regulatory References. A reference in this BAA Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
  • Amendment to Comply with Law. The Parties agree to take such action as is necessary to amend this BAA Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law, rules, or regulations that might modify the terms and conditions herein.
  • Interpretation. Any ambiguity in this BAA Agreement shall be interpreted to permit compliance with the HIPAA Rules. In the event any provision of this BAA Agreement conflicts with the provisions of the Provider Network Agreement, the provisions in this BAA Agreement shall be deemed to control and such conflicting provision or part thereof shall be deemed removed and replaced with the governing provision herein to the extent necessary to reconcile the conflict.
  • Notices.  All notices required or permitted under this Business Associate Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party.  All such notices shall be deemed validly given upon receipt of such notice by certified mail, return receipt requested or personal or courier delivery and sent to the following addresses:

Business Associate:                          Covered Entity:

TeamCME, LLC                               The mailing address stated

509 SW Frazer Ave.                         in the Application as defined by the

Pendleton, OR 97801                       Provider Network Agreement.

  • Condition Precedent.  It is a condition precedent of this BAA Agreement that the individual medical provider or the medical provider entity meet the definition of a “covered entity” according to the HIPAA Rules.