Full Name: *

Practice/Hospital: *

E-mail Address: *

Phone Number: *

Website Address: *

Please review the Practis Inc. Business Associate Agreement below:

BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (this "Agreement") is entered into by and among Client (herein "Covered Entity") and Practis Inc. (herein "Business Associate") in order to comply with 45 C.F.R. §164.502(e) and §164.504(e), governing electronic protected health information ("ePHI") and business associates under the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Ace (the "HITECH Act"), and regulations and other guidance issued to date by the Department of Health and Human Services (DHHS"), applicable to Business Associates. [Covered Entity and Business Associate may be referred to herein individually as a "Party" or collectively as the "Parties"]. STATEMENT OF AGREEMENT HIPAA Compliance and Agents. Business Associate hereby agrees to fully comply with the "Business Associate" requirements under HIPAA, throughout the term of this Agreement. Further, Business Associate agrees that to the extent it has access to ePHI, Business Associate will fully comply with the requirements of HIPAA and this Agreement with respect to such ePHI; and, further, that every agent, employee, subsidiary, and affiliate of Business Associate to whom it provides ePHI received from, or created or received by Business Associate on behalf of, Covered Entity will be required to fully comply with HIPAA, and will be bound by written agreement to the same restrictions and terms and conditions as set forth in this Agreement. Use and Disclosure; Rights. Business Associate agrees that it shall not to use or disclose ePHI except as permitted under this Agreement or as required by law. Business Associate acknowledges that this Agreement does not in any manner grant Business Associate any greater rights than Covered Entity enjoys, nor shall it be deemed to permit or authorize Business Associate to use or further disclose ePHI in a manner that would otherwise violate the requirements of HIPAA if done by Covered Entity. Required or Permitted Uses. Business Associate is permitted to use, disclose and request ePHI only to the degree necessary to perform the functions, activities, services and operations specified in the Agreement and consistent with the Privacy Rule and HITECH Act. The Covered Entity also agrees to not to provide access to their systems or data via SFTP or installed administrative utilities to any third party. Subscontractors. Business Associate will require any of its subcontractors and agents to which Business Associates is permitted to disclose ePHI consistent with this Agreement, to provide reasonable assurance that such subcontractor or agent will comply with the same privacy and security safeguard obligations with respect to such ePHI that are applicable to Business Associates under this Agreement. Safeguards; Location. Business Associate agrees to develop, implement, maintain and use appropriate administrative, technical and physician safeguards to protect ePHI. The safeguards must reasonably protect ePHI from any intentional or unintentional use of disclosure in violations of the Privacy Rule, HITECH Act and limit incidental uses or disclosures made pursuant to a use of disclosure otherwise permitted by this Agreement. Privacy Breaches and Security Incidents. As required under the HITECH Act, upon discovery of any use of disclosure of ePHI not permitted by the Agreement, or of any "Breach" of "Unsecured ePHI", Business Associate will report such use, disclosure or Breach to the Covered Entity without unreasonable delay, but in no event later than ten (10) days following discovery. Business Associate will cooperate with the Covered Entity in investigating the Breach and in meeting the Covered Entity’s obligations under the HITECH Act. Minimum Necessary. Business Associate and any of its subcontractors or agents must limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to accomplish the intended purpose of the use, disclosure, or request in accordance with the requirements of HIPAA. Business Associate represents that all uses, disclosures, and requests it will make shall be the minimum necessary in accordance with HIPAA requirements. Covered Entity may, pursuant to HIPAA, reasonably rely on any requested disclosure as the minimum necessary for the stated purpose when the information is requested by Business Associate. Records; Covered Entity Access. Business Associate shall maintain such records of ePHI received from, or created or received on behalf of, Covered Entity and shall document subsequent uses and disclosures of such information by Business Associate as may be deemed necessary and appropriate in the sole discretion of Covered Entity. Business Associate shall provide the Covered Entity with reasonable access to examine and copy such records and documents of Business Associate during normal business hours. Business Associate agrees to fully cooperate in good faith with and to assist Covered Entity in complying with the requirements of HIPAA and any investigation of Covered Entity regarding compliance with HIPAA conducted by the U.S. Department of Health and Human Services ("DHHS"), Office of Civil Rights, or any other administrative or judicial body with jurisdiction. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to DHHS its internal practices, books, and records relating to the use and disclosure of ePHI received from, or created or received by Business Associate on behalf of, Covered Entity for purposes of determining the Covered Entity’s or Business Associate’s compliance with HIPAA. Accounting. Business Associate shall make available ePHI or any other information required to provide, or assist in preparing, an accounting of disclosures in accordance with HIPAA and the HITECH Act. Report of Improper Use or Disclosure. Both the Business Associate and Covered Entity shall report to each other any information of which it becomes aware concerning any use or disclosure of ePHI that is not provided for by this Agreement. Amendment of and Access to ePHI; Notification. Business Associate shall make available ePHI for amendment and shall incorporate any amendments to ePHI accordingly. Business Associate shall make reasonable efforts to notify persons, organizations, or other entities, including other business associates, known by Business Associate to have received the erroneous or incomplete information and who may have relied, or could foreseeably rely, on such information to the detriment of the individual patient. Business Associate must update this information when notified by Covered Entity. Termination Rights. Covered Entity shall have the right to immediately terminate this Agreement in the event Business Associate breaches any material provisions of the Agreement and, upon written notice to Business Associate of such breach, Business Associates fails to cure the breach within sixty (60) days after receipt of the notice. Covered Entity may exercise this right to terminate the Agreement by providing Business Associate written notice of termination, stating the failure to cure the breach that provides the basis for the termination. Business Associate may terminate the Agreement if the Covered Entity materially breaches any material provision of this Agreement and, upon written notice to Covered Entity of such breach or misrepresentation, the breach or misrepresentation is not cured within sixty (60) day after receipt of the notice. Covered Business Associate may exercise this right to terminate the Agreement by providing Covered Entity with written notice of termination, stating the failure to cure the breach that provides the basis for the termination. Return of ePHI. Business Associate agrees that upon termination of this Agreement, and if feasible, Business Associate shall (a) return or destroy all PHI received from, or created or received by Business Associate on behalf of, Covered Entity that Business Associate still maintains in any form and retain no copies of such information or, (b) if such return or destruction is not feasible, extend the protection of this Agreement to such ePHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible. Indemnification. Each party to the Agreement hereby agrees to indemnify and hold harmless the other Party and each of its affiliated companies, and all directors, trustees, officers, agents and employees of each of the foregoing, from and against any and all demands, damages, liabilities and losses or any pending or completed actions, claims, suites, complaints, proceedings or investigations (including reasonable attorneys feeds and other expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Indemnifying Party) to which any of them may be or become subject to as a result of arising out of the Indemnifying Party’s violation of the Privacy Rule, Security Rule or the HITECH Act or the Identifying Party’s breach of the Agreement or any misrepresentation by the Indemnifying Party in the Agreement. Notices. All notices and other communications under this Agreement to any Party shall be in writing and shall be deemed given when delivered personally, telecopied (which is confirmed) to that Party at the telecopy number for that Party set forth at the end of this Agreement, mailed by certified mail (return receipt requested) to that Party at the address for that Party set forth at the end of this Agreement (or at such other address for such Party as such Party shall have specified in a notice to the other Parties), or delivered to Federal Express, UPS, or any similar express delivery service for delivery to that Party at that address. Non-Waiver. No failure by any Party to insist upon strict compliance with any term or provision of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provision of this Agreement shall affect or constitute a waiver of, any Party’s right to demand strict compliance with all provisions of this Agreement. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, written and oral, among the Parties with respect to the subject matter of this Agreement. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the Parties and their respective heirs, personal representatives, successors, and assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be transferred or assigned by Business Associate without the prior written consent of Covered Entity. Severability; Governing Law. With respect to any provision of this Agreement finally determined by a court of competent jurisdiction to be unenforceable, such court shall have jurisdiction to reform such provision so that it is enforceable to the maximum extent permitted by applicable law, and the Parties shall abide by such court’s determination. In the event that any provision of this Agreement cannot be reformed, such provision shall be deemed to be severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Survival. All representations, covenants, and agreements in or under this Agreement or any other documents executed in connection with the transactions contemplated by this Agreement, shall survive the execution, delivery, and performance of this Agreement and such other documents. Further Assurances. Each Party shall execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by the other Party to carry out the purpose and intent of this Agreement.

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