These Voyce Interpretation Services Terms and Conditions (“Interpretation Terms” or “Agreement”) apply to
healthcare providers and govern their use of the remote interpretation services (“Services”) available to users
through the online interfaces and properties (e.g., websites and mobile applications) owned and controlled by
Voyce, Inc., a Delaware corporation with its headquarters located at 1580 Sawgrass Corporate Pkwy, Suite 110,
Sunrise, FL 33323, USA (“Voyce” or “Company”), including the https://voyceglobal.com website (the “Site”).
“Providers” “You” “your” “Customer” and similar terms refer to healthcare providers who use the Services. Your
compliance with these Interpretation Terms is a condition to your use of the Services. Company and Customer are
hereinafter referred to individually as “Party” and collectively as “Parties.”
1. SERVICES: The Services (“Services”) to be performed by Company shall consist of the provision of remote
language interpreting services by video or audio through the VOYCE Remote Interpretation Management
Platform (Voyce Platform) or by telephone, during the term hereof, as requested by Customer. The
interpretation services shall be performed by Company in a manner consistent with the degree of care and
skill standard in the language interpreting services industry.
1.1 Voyce Platform. Company will provide the VOYCE Remote Interpretation Management Platform
(Voyce Platform) to Customer to facilitate the service and delivery of Video Remote Interpretation
(VRI), Voice Only Interpretation (VOI).
1.2 Authorized Users; Authorized Uses. Company grants Customer a renewable, nonexclusive, royalty-free,
and worldwide right for any Customer employee, contractor, or agent, or any other individual or entity
authorized by Customer, (each, an “Authorized User”) to access and use the Services.
1.3 Proprietary Rights. Customer acknowledges that the Voyce Platform shall remain the sole and exclusive
property of Company. Further, Customer expressly acknowledges that Company’s intellectual property
rights for the Voyce Platform, including patent, copyright, trademark or proprietary rights, shall not be
altered, infringed upon, or diminished in any respect, by virtue of this Agreement.
2. TERM AND TERMINATION: This Agreement is legally binding as of the Customer agrees online the
Agreement and shall continue until terminated as provided for herein. A Party may terminate this Agreement
any time. Customer shall be liable for payment for all Services performed through the effective date of
3. FEES: Customer shall be responsible for and shall pay to Company the fees subject to the terms and
conditions contained in this Agreement. For purpose of billing, services begin when the interpreter or service
provider answers the service request and ends when that Customer terminates their involvement in the service.
Service time will round up to the nearest minutes when service minutes are used in the fee schedule. The fees
are composed of the following:
3.1 Subscription Fees
Subscription Fee
CAN$1.39 per user per month*
* Subscription Fee will be waived for the first month
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3.2 On Demand Remote Interpretation Service Fees
On Demand Interpretation
English <-> Spoken Languages
CAN$1.39 per minute
On Demand Interpretation
English <-> American Sign Language
CAN$1.99 per minute
4. INVOICES AND PAYMENTS: Company will charge Customer monthly by credit card for Services
provided. When the amount due to Company by Customer exceeds CAN$100, Company may charge Customer
by credit card for Services already provided.
5. INDEPENDENT CONTRACTOR: The Parties agree that Company’s relationship to Customer is that of
an independent contractor and that nothing contained in the Agreement shall be construed as creating any
other type of relationship. Company may employ such arrangements as it deems appropriate with respect to
the performance of the Services. Interpreters utilized by Company are not employees or agents of Customer
in any respect. Customer acknowledges that Company may employ interpreters, contract interpreters as
independent contractors, or contract other qualified language service providers to provide Services to the
6. USE OF SERVICE: Customer shall not, for any reason, use Company’s interpretation services for illegal or
improper purposes.
7. PAYMENT GUARANTEE: Customer agrees to the payment terms in this Agreement without regard to the
payments and terms negotiated between its customers.
term " Confidential Information " means information received by a Party (“ Recipient ”) from the other Party
(“ Discloser ”) in written, graphic, tangible, electronic, or magnetic form, and oral information including, but
not limited to, that which constitutes, represents, evidences or records a scientific, technical, merchandising,
production, or management information design, process, procedure, formula, invention, or improvement, or
financial or other business aspect or activity of the Discloser, and specifically includes (1) the Parties’ client
lists and the identity of their clients; (2) any of Customer’s patients’ information, including any that
constitutes “Protected Health Information,” as such term is defined pursuant to the Health Insurance
Portability and Accountability Act of 1996, 42 U.S.C. § 1320d et seq. , and the regulations promulgated
thereunder (“HIPAA”); and (3) Customer’s physicians’ and other providers’ provider numbers, social security
numbers and license numbers. Confidential Information likewise means information from which the
Discloser derives economic value, actual or potential, from such information not being generally known to or
being readily ascertainable by other persons or entities who could obtain economic value from its disclosure.
Company and Customer each acknowledge that the other considers its own Confidential Information to
constitute a “trade secret” under applicable law. Company and Customer shall hold the other’s Confidential
Information in trust and confidence using the same level of care as they would to protect their own
Confidential Information from disclosure, and will not disclose the Confidential Information of the other to
any person except to comply with the terms of this Agreement. In connection therewith, all interpreters or
translators used by Company are required to keep confidential all records and notes pertaining to the Services
that they provide for Company hereunder. Upon termination or expiration of this Agreement, each Party shall
return to the other Party all of its Confidential Information. Each Party’s respective obligations under this
Section shall survive the expiration or termination of this Agreement.
The parties agree that, in carrying out its obligations hereunder, Company shall receive and gain access to
Protected Health Information, as defined above, and shall, contemporaneously with the execution of this
Agreement, execute the Business Associate Agreement (as defined pursuant to HIPAA) attached hereto as
Schedule A, which shall govern all uses and disclosures of Protected Health Information hereunder.
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the other Party’s Confidential Information in confidence shall not apply to any information which is (a)
already known to or in the possession of the Recipient; (b) available to the general public at the time of
disclosure or becomes available to the general public through no fault of Recipient; (c) independently
developed by the Recipient without reference to or use of Discloser’s Confidential Information; and/or (d)
disclosed to the Recipient by a third party without restriction and without breaching this Agreement. If either
Party receives a court subpoena, request for production of documents, court order, or requirement of a
government agency to disclose any Confidential Information, the Recipient shall give prompt written notice
to the other Party so that the subpoena, request for production of documents, order, or requirement can be
challenged or limited in scope by Customer or Company, as appropriate.
10. NONSOLICITATION: Neither Party to this Agreement shall solicit the other Party’s employees or
contractors independently known or discovered through the course of business between the Parties while this
agreement is in effect and for a period of one year following termination, unless permission is given by either
party via email or certified mail. Neither Party to this Agreement shall encourage the other Party’s clients to
discontinue business with the other Party. Company’s interpreters or translators and language service
providers shall also be expressly subject to this non-solicitation prohibition. No Party shall, however, be
prohibited from responding to an inbound solicitation for, a general public solicitation for, or a publicly
advertised request for proposals for the provision of language services to a client of the other. Remedies for
breach of this section are available to the aggrieved Party without restriction by any other provisions of this
11. INDEMNIFICATION: Company and Customer shall indemnify, defend and hold harmless the other from
any claim, loss, damage, settlement, judgments, costs, penalties, fines, and expenses of every kind and nature
(including, without limitation, reasonable attorney’s fees) resulting from its (or its employees’, agents’, or
subcontractors’) breach of confidentiality, negligence or willful misconduct, intellectual property
infringement (as alleged by a third party), or any other act or omission in the course of providing the Services
hereunder. To obtain such indemnification, the indemnitee must promptly notify the indemnitor of the liability
claim, and give the indemnitor all necessary information, reasonable cooperation, and the exclusive authority
to evaluate, defend, and settle the claim. Notwithstanding the foregoing sentence, indemnitor will not enter
into any settlement without the indemnitee’s prior written consent unless all third-party claims against the
indemnitee are released without any further liability on the indemnitee’s part. The foregoing indemnification
obligations of the indemnitor relating to third party infringement shall not apply to the extent that: (a) the
Services are modified by Customer where such modification was not recommended, authorized in writing or
required by Company and where such modification is the basis of the third party claim; (b) the Services are
combined or bundled by Customer with any non-Company products, processes or materials not recommended,
authorized or provided by Company, if such liability would not have arisen but for such combination or
12. FORCE MAJEURE: Company shall not be liable or responsible in any way for any loss, injury, and/or
damage arising out of or relating to any Company failure of performance and/or delay resulting directly or
indirectly from any cause which is beyond Company’s reasonable control, including but not limited to:
pandemic, endemic, fire, explosion, lightning, power surges or outages, strikes or labor disputes, acts of God,
civil disturbances, acts of civil or military authorities, acts of terrorism, fuel or energy shortages, acts and/or
omissions by third-party communications carriers, or any other cause beyond Company control.
Company represents and warrants that (a) Company will perform the Services using personnel of required
skill, experience and qualifications and in a professional and workmanlike manner in accordance with
generally recognized industry standards for similar services and will devote adequate resources to meet its
obligations under this Agreement; (b) Company will comply with all applicable state and federal laws, rules
and regulations in connection with Company’s performance hereunder; (c) Company will not introduce, or
permit any person under its direction or control to introduce , any Harmful Code into Customer’s systems and
(d) Company is not under, and shall not during the term hereof enter into or be under, any obligation, covenant
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or restriction which would or might operate to prevent or restrict Company from performing Company’s
obligations under this Agreement, or which may give rise to any conflict of interest between Company and
Customer. Except as specified herein, Company makes no additional representation, warranty or guaranty,
express or implied, concerning the Services including, but not limited to, the availability or timeliness of the
performance of any Services. In no event shall Company be liable for loss of revenue or profits or for any
incidental, consequential, indirect, punitive or special damages, whether foreseeable or unforeseeable, claimed
by or on behalf of Customer or its officers, agents, employees, directors or representatives. Company’s
aggregate liability to Customer for any such claim shall be limited to the lesser of (a) the amount paid by
Customer within the previous 12 months for the Services, or (b) $5,000.00. The foregoing limitations of
liability shall not apply to the extent that any such limitation is void, prohibited or unenforceable by applicable
law, or in the case of (i) breach of confidentiality or of the Business Associate Agreement (Section 8); (ii)
either Party’s indemnification obligations (Section 11); or (iii) Company’s gross negligence, or willful or
intentional misconduct. No action may be brought by Customer more than one (1) year after the cause of
action has accrued.
14. FEEDBACK: Customer will use reasonable efforts to notify Company of any feedback or suggestions from
Customer relating to the Voyce Platform and Services including any suggestions for modifications or
enhancements to the foregoing (“ Feedback ”). Customer shall and hereby does grant Company a non-
exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to
use and exploit the Feedback for any purpose.
15. ASSIGNMENT: This Agreement, and the rights and obligations hereunder, may not be assigned or
transferred by either Party without the prior written consent of the other Party, except that either Party may
assign this Agreement to an affiliated company or in connection with the merger or consolidation of such
Party or a sale of all or substantially all of its assets.
16. SEVERABILITY: If any provision of this Agreement shall be construed to be illegal or invalid, the illegal
or invalid provision shall be reformed to the extent possible to give its intended effect and/or meaning and all
remaining provisions hereof shall continue in full force and effect so long as the economic or legal substance
of this Agreement is not affected in any manner materially adverse to any Party.
17. WAIVER: No waiver of any provisions of this Agreement shall be effective unless made in writing. No
waiver of any breach of any provision of the Agreement shall constitute a waiver of any subsequent breach of
the same or any other provision of this Agreement. Failure to enforce any term of the Agreement shall not be
deemed a waiver of future enforcement of that or any other term.
18. DISPUTE RESOLUTION: Any dispute, controversy, or claim relating to this Agreement (a “Dispute”) will
be resolved first through good faith negotiations between the parties. If the Dispute cannot be resolved
through good faith negotiation, the parties shall submit the Dispute to mediation under the commercial
mediation rules of the American Arbitration Association (“AAA”). The mediation shall be held in Miami-
Dade or Broward County, Florida within forty-five (45) days of filing the request with the AAA. If the Dispute
is not resolved through mediation, the matter will be submitted to binding arbitration with the AAA under its
commercial arbitration rules. Arbitration will be the sole and exclusive means for adjudication of a Dispute
and shall occur in Miami-Dade or Broward County, Florida. The cost of the arbitration (including the fees
and expenses of the arbitrator will be shared equally by the Parties; provided, however, that each will pay its
own attorney’s fees. The arbitrator will have the authority to apportion liability between the parties but will
not have the authority to award any damages or remedies not available under, or in excess of, the express
terms of this Agreement. There shall be one (1) arbitrator who will be jointly selected by the Parties. If the
Parties cannot agree on an arbitrator, one shall be chosen by the AAA. The arbitration award will be presented
to the Parties in writing, and upon the request of either, will include findings of fact and conclusions of law.
The award may be confirmed and enforced in any court of competent jurisdiction. With regards to any action
for breach of confidentiality or intellectual property obligations, nothing in this Section shall preclude either
Party from seeking interim equitable relief in the form of a temporary restraining order or preliminary
injunction. Any such request by a Party for interim equitable relief shall not be deemed a waiver of the
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19. GOVERNING LAW: This Agreement shall in all respects be construed in accordance with and governed by
the laws of the State of Florida, without regard to its conflict of laws rules. The Parties agree that the
appropriate court in Florida, shall have exclusive jurisdiction with respect to any controversy or dispute arising
out of or relating to this Agreement not resolved by the Parties hereto.
20. ATTORNEY FEES: In any suit or dispute between the Parties over enforcement of this Agreement or any
portion thereof, the prevailing Party shall be entitled to an award against the other for the prevailing Party’s
attorney fees and other legal proceedings costs, whether incurred in consultation prior to suit, for trial, for
arbitration, or for appeal.
21. ENTIRE AGREEMENT: This Agreement and all schedules and attachments hereto constitute the entire
agreement between the Parties and supersede all prior oral or written statements related to the subject matter
of this Agreement. This Agreement may be modified, amended, or changed only by a written document signed
by both Parties hereto. This Agreement shall not create any benefits, rights, privileges, remedies, or claims
for, in, by, or on behalf of any Parties who are not signatories to this Agreement.
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Schedule A
_________________________________ (“ Covered Entity ”), and Voyce, Inc. (“ Business Associate ”) enter into
this Business Associate Agreement (“ BAA ”) as of the date the Covered Entity signs this BAA (“ Effective Date ”).
Covered Entity and Business Associate agree that under the BUSINESS ASSOCIATE AGREEMENT entered
into by Covered Entity and Business Associate (the “ Agreement ”), Business Associate provides services for or
on behalf of Covered Entity that may involve access to PHI (as defined below) and that, as such, the parties agree
as follows:
Unless otherwise specified in this BAA, all capitalized terms used in this BAA not otherwise defined have the
meanings ascribed by HIPAA and ARRA, as each may be amended from time to time.
A. “ ARRA ” means the Health Information Technology for Economic and Clinical Health Act provisions
of the American Recovery and Reinvestment Act of 2009, Pub. Law No.111-5 and its implementing
B. “ Breach ” means the actual or reasonably suspected acquisition, access, Use or Disclosure of PHI in
a manner not permitted by the Privacy Rule that compromises the security or privacy of the PHI.
C. “ Breach Notice Rule ” means the federal breach notification regulations issued pursuant to ARRA,
as amended from time to time, 45 C.F.R. Parts 160 and 164.
D. “ Compliance Date ” means, in each case, the date by which compliance is required under the
referenced provision of ARRA’s or HIPAA’s implementing regulations, as applicable.
E. “ Discovery ” means the first day on which Business Associate, or any workforce member, agent, or
Subcontractor of Business Associate, knows, or, by exercising reasonable diligence would have
known, of a Breach.
F. “ Encrypt ” means to use an algorithmic process to transform data into a form in which there is a low
probability of assigning meaning without use of a confidential process or key, which process
conforms to NIST Special Publications 800–111, 800–52, 800–77, or 800–113, as appropriate, or that
is otherwise validated against the Federal Information Processing Standards (FIPS) 140–2.
G. “ ePHI ” means PHI as defined below, which is transmitted or maintained in electronic media.
H. “ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996 and its implementing
I. “ PHI ” means Protected Health Information, as defined in 45 C.F.R. § 160.103, limited to the Protected
Health Information received from, or received, created, or accessed on behalf of, Covered Entity.
J. “ Privacy Rule ” means the federal privacy regulations issued pursuant to HIPAA, as amended from time
to time, 45 C.F.R. Parts 160 and 164.
K. “ Security Incident ” means the successful unauthorized access, Use, Disclosure, modification or
destruction of ePHI or interference with system operations in an information system. Unsuccessful
attempts to breach security, including pings and other broadcast attacks on Business Associate’s
firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the
above, so long as such incidents do not result in unauthorized access, use or disclosure of PHI, shall
not be deemed Security Incidents.
L. “ Security Rule ” means the federal security regulations issued pursuant to HIPAA, as amended from
time to time, 45 C.F.R. Parts 160 and 164.
M. “ Subcontractor ” means Business Associate’s subcontractors and agents that create, receive, maintain
or transmit PHI for the purpose of performing any of Business Associate’s obligations under the
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A. Business Associate shall provide relevant training on HIPAA and the requirements of this agreement
to all persons accessing PHI or ePHI. The training materials and records shall be provided to the
covered entity upon request.
B. Business Associate shall implement and use appropriate Technical, Physical and Administrative
Safeguards to reasonably and appropriately protect the Confidentiality, Integrity and Availability of
PHI and to prevent Use or Disclosure of PHI, other than as permitted by this BAA.
C. Business Associate shall, within the earlier of the Compliance Date or 90-days from the Effective
Date, comply with all applicable provisions of the Security Rule. The Business Associate shall
conduct a risk assessment to evaluate compliance with the Security Rule and shall, at the request of
the Covered Entity, provide a written attestation acknowledging completion and communicating the
results of the risk assessment.
D. Business Associate shall Encrypt all transmissions of ePHI and all portable media or storage devices
on which ePHI may be stored, including laptops, back-up media, CDs, or USB drives.
E. Within 30-days after receiving a written request from Covered Entity, make available information
necessary for Covered Entity to make an accounting of disclosures of PHI about an Individual, as
provided in 45 C.F.R. § 164.528; and in accordance with 42 U.S.C. § 17935(c) and its implementing
regulations as of the Compliance Date, make that accounting directly to the Individual if directed to do
so by Covered Entity.
F. At the request of Covered Entity and in the time, manner, and form designated by Covered Entity, not
to exceed 15-days, provide access to PHI in a Designated Record Set to Covered Entity or, if directed
by Covered Entity, to an Individual or to a recipient designated by the Individual, in accordance with
the requirements of 45 C.F.R. § 164.524. Business Associate shall not charge Covered Entity or any
Individual any fee associated with the production of PHI in accordance with this section that exceeds
fees described at 45 C.F.R. § 164.524.
G. Make available PHI in a Designated Record Set, no more than 30-days following receipt of a written
request by Covered Entity, PHI for amendment and incorporate any amendments to the PHI as
directed by Covered Entity, all in accordance with 45 C.F.R. § 164.526.
H. Business Associate shall notify Covered Entity, in writing, no more than 3-days following Business
Associate’s receipt directly from an Individual of any request for an accounting of disclosures or access
to or amendment of PHI as contemplated in Sections II (D) (E) or (F), above.
I. Business Associate shall require each Subcontractor to agree, in writing, to the same restrictions and
conditions that apply to Business Associate. Furthermore, to the extent that Business Associate
provides ePHI to Subcontractor, Business Associate shall require Subcontractor to comply with all
applicable provisions of the Security Rule upon the earlier of the Compliance Date or 90-days from
the Effective Date. If Subcontractor is not subject to the jurisdiction or laws of the United States, or
if any use or disclosure of PHI in performing the obligations under this BAA or the Agreement will
be outside of the jurisdiction of the United States, Business Associate must require Subcontractor to
agree by written contract with Business Associate to be subject to the jurisdiction of the Secretary,
the laws, and the courts of the United States, and waive any available jurisdictional defenses that
pertain to the parties’ obligations under this BAA, HIPAA, or ARRA.
J. Business Associate shall not Use or Disclose PHI except as necessary to perform its obligations under
the Agreement or as otherwise required by this BAA, provided that such Use or Disclosure is permitted
by applicable law and complies with each applicable requirement of 45 C.F.R. § 164.504(e).
1. In compliance with 45 C.F.R. § 164.502(b)(1), as of its Compliance Date or no more than 90-
days following the Effective Date, whichever is earlier, Business Associate shall request, Use,
and Disclose only the minimum amount of PHI necessary to accomplish the purpose of the
request, Use, or Disclosure.
2. Business Associate shall not use PHI to make or cause to be made any communication that would
constitute Marketing.
K. Without unreasonable delay, and in any event, no more than 48-hours after Discovery, Business
Associate shall notify Covered Entity of any Breach, Use or Disclosure of PHI not permitted under
this BAA, or any Security Incident. Business Associate shall deliver the initial notification of such
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Breach, in writing, which must include a reasonably detailed description of the Breach and the steps
Business Associate is taking and would propose to mitigate or terminate the Breach. Furthermore,
Business Associate shall supplement the initial notification, no more than 10-days following
Discovery, with information including the identification of each individual whose PHI was or is
believed to have been involved; a reasonably detailed description of the types of PHI involved; all
other information reasonably requested by Covered Entity, including all information necessary to
enable Covered Entity to perform and document a risk assessment in accordance with 45 C.F.R. Part
164 subpart D; and all other information necessary for Covered Entity to provide notice to individuals,
the U.S. Department of Health & Human Services (“ HHS ”), or the media, if required. Despite
anything to the contrary in the preceding provisions, in Covered Entity’s sole and absolute discretion
and in accordance with its directions, Business Associate shall conduct, or pay the costs of conducting,
an investigation of any Breach and shall provide or pay the costs of providing any notices required by
the Breach Notice Rule or other applicable law.
L. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a Use or Disclosure of PHI by Business Associate that is not permitted by this
M. Business Associate shall make available to HHS its internal practices, books, and records, relating to
the Use and Disclosure of PHI pursuant to the Agreement for purposes of determining Business
Associate’s and Covered Entity’s compliance with the Privacy Rule.
N. Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI.
O. To the extent Business Associate is to carry out one or more of Covered Entity’s obligations under
the Privacy Rule, the Business Associate shall comply with the requirements of the Privacy Rule that
apply to Covered Entity in the performance of such obligations.
P. Business Associate shall provide contact information for one primary person and one secondary
person in Appendix A. Any changes in the contact information shall be forwarded to the Covered
Q. The Business Associate shall respond in writing within 10 business days to the Covered Entity’s
request(s) to attest to the Business Associate’s compliance with the Privacy Rule, the Security Rule,
and the Responsibilities of the Business Associate as specified in this BAA. The Business Associate
shall make available to the Covered Entity its internal practices, books, and records, relating to the
Use and Disclosure of PHI as necessary to substantiate the attestation of compliance.
Covered Entity shall notify Business Associate, in writing, of an Individual’s request to restrict the Use
or Disclosure of such Individual’s PHI, any limitations in Covered Entity’s Privacy Notice relevant to
Business Associate’s performance of its obligations under this BAA or the Agreement, or any revocation
by an Individual of authorization to Use or Disclose PHI.
A. This BAA is effective as of the Effective Date and terminates when Business Associate and its
Subcontractors no longer have access to PHI, and when all of the PHI in Business Associate’s
possession, inclusive of PHI in the possession of Business Associate’s Subcontractors, has been
returned or destroyed, unless earlier terminated in accordance with Sections IV(B) through (C) of this
B. Upon Covered Entity’s determination of a breach of a material term of this BAA by Business
Associate, Covered Entity may terminate this BAA. As of the Compliance Date of 45 C.F.R. §
164.504(e)(1)(iii), if either party knows of a pattern of activity or practice of the other party that
constitutes a material breach or violation of this BAA, the non-breaching party will provide notice
thereof to the other party. Such notice must clearly specify the nature of the breach or violation. Each
party must take reasonable steps to cure the breach or end the violation. If after 30-days or such
longer time specified in writing by the non-breaching party, the non-breaching party reasonably
determines that such steps are unsuccessful in curing the breach or ending the violation, the non-
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breaching party may terminate this BAA and the Agreement, if feasible. In the event that termination
is not feasible, the non-breaching party shall report the problem to HHS.
C. Except as provided below, Business Associate shall return or destroy all PHI, including all PHI in
possession of its Subcontractors, immediately following the termination or expiration of this BAA.
However, in the event that Business Associate is legally obligated to retain such PHI, Business
Associate may do so provided that:
1. Business Associate notifies Covered Entity of such legal obligation, in writing, immediately upon
Business Associate’s notice of such legal obligation, which such writing must describe in detail
the legal obligation;
2. Business Associate extends all protections, limitations, and restrictions contained in this BAA to
Business Associate’s Use or Disclosures of any PHI retained after termination or expiration of
this BAA;
3. Business Associate limits any further Use or Disclosures solely to satisfying such legal obligation
for which it has provided Covered Entity with written notice in accordance with Section IV(C)(1),
4. Business Associate returns or destroys all PHI when such legal obligation has been fulfilled or
has concluded.
D. In addition to any damages recoverable under this BAA, the parties acknowledge that certain breaches
or violations of this BAA may result in litigation or investigations pursued by federal or state
governmental authorities of the United States resulting in civil liability or criminal penalties. Each
party shall cooperate in good faith in all respects with the other party in connection with any request
by a federal or state governmental authority for additional information and documents or any
governmental investigation, complaint, action, or other inquiry.
A. Each party shall indemnify the other party against all liabilities and losses (including attorneys’ fees)
reasonably and properly incurred by the indemnified party (“ Losses ”) in connection with any actual,
threatened, or pending, civil, criminal, or administrative cause of action, claim, inquiry, investigation,
lawsuit, or proceeding (each, a “ Claim ”) in connection with the performance or failure to perform by
the indemnifying party of its obligations under this BAA; provided, however, that neither party is
obligated to indemnify the other party where such Losses have been suffered or incurred by such other
party as a result of its or its agent’s willful misconduct or fraudulent or criminal acts or
omissions. Each party shall provide the other with prompt notice of any Claim that may trigger the
foregoing indemnification requirements and take all necessary and appropriate actions to protect the
interest of the other party with regard to the Claim. Upon demand by the indemnified party, the
indemnifying party shall defend any investigation, claim, litigation or other proceeding brought or
threatened against the indemnified party, at the indemnifying party’s expense, by counsel acceptable
to the indemnified party. Neither party shall enter into any settlement without the written consent of
the other party.
B. Neither party shall consent to any judgment or settlement of a Claim without the prior, written consent
of the other party.
A. This BAA amends and is made a part of the Agreement. Any changes or modification to this BAA
must be in writing and signed by both parties.
B. To the extent not clear, the terms of this BAA are to be construed to allow for compliance by the
parties with HIPAA or ARRA. If any provision of the BAA is in conflict with any provision of the
Agreement, the conflicting provision of this BAA prevails to the extent necessary for the parties to
comply with HIPAA and ARRA.
C. Nothing in this BAA confers upon any person other than the parties and their respective successors
or assigns, any rights, remedies, obligations, or liabilities, whatsoever.
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D. Sections II(G)(H)(J)(M) and Sections IV, V, VI(E)(F) survive the termination for any reason or
expiration of this BAA.
E. In the event Business Associate receives a notification from or on behalf of HHS regarding a
compliance review, an audit, or an investigation or inquiry of any kind pertaining to the services
provided under the Agreement or Covered Entity, it will notify Covered Entity no more than 3-days
following its receipt of that notice.
F. The law of the State of Delaware, without regard to its internal law on the conflict of laws, controls
this BAA. Each party consents and submits to the jurisdiction of the federal and/or state courts of
New Castle County, Delaware, and hereby waives any defense based upon venue, inconvenience of
forum, or lack of personal jurisdiction in any action or suit brought in connection with or relating to
this BAA or related matters. Each Party will bring any action or suit concerning this Agreement or
related matters in federal or state court with appropriate subject matter jurisdiction in New Castle
County, Delaware. Each Party acknowledges that it has read and understands this clause and
agrees willingly to these terms.
G. The parties may execute this BAA in a number of counterparts and each counterpart signature, when
taken with the other counterpart signatures, is treated as if executed upon one original of this BAA.
A facsimile or pdf signature, or a scanned image of an original signature, of any party to this BAA is
binding upon that party as if it were an original.
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Service Agreement: C ONFIDENTIAL