Velos - Agreement Terms

Business Associate Agreement

This Business Associate Agreement ("Business Associate Agreement" or "BAA") applies to the use and disclosure of PHI (defined below) by VELOS, Inc. pursuant to a Master License Agreement ("License Agreement") between VELOS and CUSTOMER. Capitalized terms used but not defined in this BAA have the meanings provided in the License Agreement.

HIPAA Compliance

To the extent required by the federal regulations promulgated pursuant to the Health Insurance Portability and Accountability Act, Public Law No. 104-191 ("HIPAA"), as such regulations may be amended or interpreted from time to time, VELOS does hereby assure CUSTOMER that it will appropriately safeguard individually identifiable Protected Health Information ("PHI") made available to or obtained by VELOS pursuant to the License Agreement. Without limiting the obligations of VELOS otherwise set forth in this Business Associate Agreement or imposed by applicable law, VELOS agrees to comply with applicable requirements of law relating to PHI and with respect to any task or other activity VELOS performs on behalf of CUSTOMER, and specifically VELOS shall:
1.1 Not use or further disclose PHI other than as permitted or required by this Business Associate Agreement or as required by law;

1.2 Use appropriate safeguards to prevent use of disclosure of PHI other than as provided for by this Business Associate Agreement;

1.3 Report to CUSTOMER any use or disclosure of PHI not provided for by this Business Associate Agreement of which VELOS becomes aware;

1.4 Ensure that any subcontractors or agents to whom VELOS provides PHI agree to the same restrictions and conditions that apply to VELOS with respect to PHI;

1.5 Make available for amendment or release, PHI to the patient in accordance with applicable law;

1.6 Make available to patient the information required to provide an accounting of disclosures pursuant to applicable law;

1.7 VELOS will make its internal practices, books, and records relating to the use and disclosure of PHI received from CUSTOMER or created or received by VELOS available to the Secretary of the United States Health & Human Services for purposes of determining CUSTOMER'S compliance with applicable law (in all events, VELOS shall immediately notify CUSTOMER upon receipt by VELOS of any such request, and shall provide CUSTOMER with copies of any such material); and

1.8 At termination of this Agreement, if feasible VELOS will return or destroy all PHI that VELOS still maintains in any form and retain no copies of PHI or if that is not feasible, continue to apply the required protections, and limit further uses and disclosures of that retained PHI.

The parties agree that this Business Associate Agreement may be amended from time to time if, and to the extent required by,
the provisions of HIPAA and regulations promulgated there under, in order to assure that this Business Associate Agreement is consistent therewith.

Terms and Conditions
Except as supplemented and modified herein, the term and conditions of this Business Associate Agreement continue unchanged during the term of the License Agreement.