Business Associate Agreement

This Business Associate Agreement (this “BAA”) is entered into by and between Customer (“Covered Entity”) and Brellium, Inc. (“Business Associate”) and is effective as of the effective date of that certain Platform Agreement entered into by Covered Entity and Business Associate (the “Services Agreement”).

WHEREAS, Business Associate and Covered Entity have entered into a Services Agreement. In connection with Business Associate’s performance of Services under the Services Agreement, Business Associate and Covered Entity anticipate that Business Associate will create or receive Protected Health Information from and/or on behalf of Covered Entity, which information is subject to protection under the Federal Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, as amended by the Health Information Technology for Economic and Clinical Health Act, Title XIII of the American Recovery and Reinvestment Act of 2009 (the “HITECH Act”), and related regulations promulgated by the Secretary (together “HIPAA”).

WHEREAS, in light of the foregoing and the requirements of HIPAA, Business Associate and Covered Entity agree to be bound by the following terms and conditions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Definitions

Capitalized terms used, but not otherwise defined, in this BAA shall have the same meaning given to those terms by HIPAA as in effect or as amended from time to time.

“Protected Health Information” or “PHI” shall have the same meaning given to such term in 45 C.F.R. § 160.103, limited to the information created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity.

Obligations and Activities of Business Associate

Use and Disclosure

Business Associate agrees to use or disclose Protected Health Information only as permitted or required by the Services Agreement, this BAA or as Required by Law.

Appropriate Safeguards

Business Associate agrees to implement the administrative safeguards set forth at 45 C.F.R 164.308, the physical safeguards set forth at 45 C.F.R 164.310, the technical safeguards set forth at 45 C.F.R. 164.312, and the policies and procedures set forth at 45 C.F.R. 164.316 to reasonably and appropriately protect the confidentiality, integrity, and availability of ePHI that it creates, receives, maintains, or transmits on behalf of Covered Entity.

Reporting

Business Associate agrees to report, without unreasonable delay, to Covered Entity any use or disclosure of Protected Health Information by Business Associate or a third party to which Business Associate disclosed Protected Health Information not permitted by this BAA of which Business Associate becomes aware.

Business Associate agrees to report to Covered Entity any Security Incident involving Electronic Protected Health Information of which Business Associate becomes aware. Any actual, successful Security Incident will be reported to Covered Entity in writing without unreasonable delay; provided, however, that the Parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of unsuccessful Security Incidents.

Business Associate agrees to notify Covered Entity following the discovery of a Breach of Unsecured Protected Health Information in accordance with 45 C.F.R. § 164.410 without unreasonable delay and in no case later than ten (10) business days after discovery of the Breach. A Breach is considered “discovered” as of the first day on which the Breach is known, or reasonably should have been known, to Business Associate or any employee, officer or agent of Business Associate, other than the individual committing the Breach. Any notice of a Breach of Unsecured Protected Health Information shall include the identification of each Individual whose Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Breach as well as any other relevant information regarding the Security Incident or Breach.

Mitigation

Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this BAA.

Subcontractors

Business Associate shall enter into a written agreement meeting the requirements of 45 C.F.R. §§ 164.504(e) and 164.314(a)(2) with each Subcontractor (including, without limitation, a Subcontractor that is an agent under applicable law) that creates, receives, maintains or transmits Protected Health Information on behalf of Business Associate. Business Associate shall ensure that the written agreement with each Subcontractor obligates the Subcontractor to comply with restrictions and conditions that are at least as restrictive as the restrictions and conditions that apply to Business Associate through this BAA.

Access to Designated Record Sets

To the extent that Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner designated by the Covered Entity, to Protected Health Information in a Designated Record Set created or received by Business Associate solely on behalf of Covered Entity only, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under HIPAA Regulations. If an Individual makes a request for access to Protected Health Information directly to Business Associate, Business Associate shall notify Covered Entity of the request within ten (10) business days of such request. Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for access to Protected Health Information.

Amendments to PHI

To the extent that Business Associate maintains Protected Health Information in a Designated Record Set, within thirty (30) days of a receipt of a request from Covered Entity for the amendment of an Individual’s Protected Health Information contained in such Designated Record Set, Business Associate agrees to provide such Protected Health Information to Covered Entity for amendment and to incorporate any such amendment(s) to Protected Health Information in the Designated Record Set maintained by the Business Associate pursuant to HIPAA and in the time and manner designated by the Covered Entity. If an Individual makes a request for an amendment to Protected Health Information directly to Business Associate, Business Associate shall notify Covered Entity of the request within ten (10) business days of such request. Covered Entity will have the sole responsibility to make decisions regarding whether to approve a request for amendment to Protected Health Information.

Documentation of Disclosures for Accounting

Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. Business Associate agrees to, within thirty (30) days of request for an accounting of disclosures of Protected Health Information from Covered Entity, make available to Covered Entity such information as is in Business Associate’s possession and as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with HIPAA. If Business Associate receives a request for an accounting directly from an Individual, Business Associate shall forward such request to Covered Entity within ten (10) business days. Covered Entity shall have the sole responsibility to provide an accounting of disclosures.

Access to Books and Records

Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of Protected Health Information received from or created or received by Business Associate on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining Covered Entity’s and Business Associate’s compliance with the Privacy Rule.

Minimum Necessary Standard

When using, disclosing, or requesting PHI from the Covered Entity, or in accordance with any provision of this BAA, Business Associate shall limit PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request.

Permitted Uses and Disclosures by Business Associate

Performance of Services

Except as otherwise limited in this BAA, Business Associate may use or disclose Protected Health Information to perform the Services for, or on behalf of, Covered Entity as specified in the Services Agreement, provided that such use or disclosure would not violate HIPAA if done by Covered Entity.

Use for Administration of Business Associate

Except as otherwise limited in this BAA, 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. Covered Entity acknowledges and agrees that proper management and administration of Business Associate includes, without limitation, modifications or upgrades to its software or services, and development of new features or functionality thereof, or new related product or services.

Disclosure for Administration of Business Associate

Except as otherwise limited in this BAA, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that (i) disclosures are Required by Law, or (ii) Business Associate obtains reasonable assurances from the third party to whom the information is disclosed that the third party will (a) protect the confidentiality of the Protected Health Information, and (b) use or further disclose the Protected Health Information only as Required by Law or for the purpose for which it was disclosed to the third party.

Data Aggregation

Business Associate may use Protected Health Information to provide Data Aggregation services relating to the health care operations of Covered Entity if required or permitted under this BAA or the Services Agreement.

De-Identified Information

Business Associate shall have the right to de-identify any and all PHI, provided that Business Associate implements a de-identification process that conforms to the requirements of 45 C.F.R. 164.514(a)-(c) (“De-identified Data”). Business Associate may Use or Disclose such De-identified Data to third parties at its discretion, as such De-identified Data does not constitute PHI and is not subject to the terms of this BAA.

Obligations of the Covered Entity

Notice of Privacy Practices

Upon request, Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to such notice.

Appropriate Safeguards

Covered Entity shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to the BAA and this BAA, in accordance with the standards and requirements of HIPAA, until such PHI is received by Business Associate.

Permissions; Restrictions. Covered Entity represents and warrants that it has obtained and will obtain any consents, authorizations and/or other legal permissions required under HIPAA and other applicable law for the disclosure of Protected Health Information to Business Associate. 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 not agree to any restriction on the use or disclosure of Protected Health Information under 45 C.F.R. § 164.522 that restricts Business Associate’s use or disclosure of Protected Health Information under this BAA unless Business Associate grants its written consent.

Permissible Requests

Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under HIPAA if done by Covered Entity.

Minimum Necessary PHI

When Covered Entity discloses Protected Health Information to Business Associate, Covered Entity shall provide the minimum amount of Protected Health Information necessary for the accomplishment of Business Associate’s purpose.

Term and Termination

Term

The term of this BAA shall commence on the date of acceptance of this BAA by Covered Entity and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section. The provisions of this BAA shall survive termination of the BAA to the extent necessary for compliance with HIPAA.

Material Breach

A material breach by either party of any provision of this BAA shall constitute a material breach of the Services Agreement, if such breach is not cured by the breaching party within thirty (30) days of receipt of notice describing the material breach.

Reasonable Steps to Cure Breach

If either party learns of an activity or practice of the other party that constitutes a material breach or violation of the other party’s obligations under the provisions of this BAA, then the non-breaching party shall notify the breaching party of the breach and the breaching party shall take reasonable steps to cure such breach or violation, as applicable, within a period of time which shall in no event exceed thirty (30) days. If the breaching party’s efforts to cure such breach or violation are unsuccessful, the non-breaching party shall either terminate the BAA, if feasible, or if termination of the BAA is not feasible and the breaching party has violated HIPAA, the non-breaching party may report the breaching party’s breach or violation to the Secretary.

Judicial or Administrative Proceedings

Either party may terminate the BAA, effective immediately, if the other party is named as a defendant in a criminal proceeding for an alleged violation of HIPAA, or a finding or stipulation that the other party has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined.

Effect of Termination

Except as provided in Section 5.5.2 or if required by law or regulation to be maintained by Business Associate, upon termination of the BAA for any reason, Business Associate shall return at Covered Entity’s expense or destroy all PHI received from Covered Entity (or created or received by Business Associate on behalf of Covered Entity) that Business Associate still maintains in any form, and shall retain no copies of such PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.

In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. The obligations of Business Associate under this Section shall survive the termination of the BAA.

Indemnification and Limitation of Liability

Business Associate shall indemnify and hold harmless Covered Entity and its affiliates, and their respective officers, directors, employees, and agents, from and against any liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by any such party in connection with any third-party claim arising from breach of this BAA by Business Associate, its employees, or Subcontractors provided Services hereunder.

Covered Entity shall indemnify and hold harmless Business Associate and its affiliates, and their respective officers, directors, employees, and agents, from and against any liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by any such party in connection with any third-party claim arising from breach of this BAA by Covered Entity, its employees, or subcontractors or agents.

Notwithstanding anything else to the contrary in the Services Agreement, Covered Entity acknowledges and agrees that any exclusion of damages or limitation of liability that may apply to limit Business Associate’s liability under the Services Agreement shall apply to Business Associate’s liability arising under or in connection with this BAA.

Miscellaneous

Amendment to Comply with Law

The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of the BAA may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, and other applicable laws relating to the security or confidentiality of PHI. Upon the request of either party, the parties shall promptly enter into negotiations concerning the terms of an amendment to the BAA embodying written assurances consistent with the standards and requirements of HIPAA, or other applicable laws relating to security and privacy of PHI. Either party may terminate the BAA upon thirty (30) days’ written notice in the event the other party does not promptly enter into negotiations to amend the BAA when requested pursuant to this Section, or does not enter into an amendment to the BAA providing assurances regarding the safeguarding of PHI that satisfy the standards and requirements of HIPAA, or any other applicable laws relating to security and privacy of PHI.

Regulatory References

A reference in this BAA to a section in HIPAA, means the section as in effect or as amended or modified from time to time, including any corresponding provisions of subsequent superseding laws or regulations.

Survival

The respective rights and obligations of Business Associate under Section 5.5 of this BAA shall survive the termination of the Services Agreement or this BAA.

Interpretation

Any ambiguity in this BAA shall be resolved to permit the parties to comply with HIPAA.

No Third Party Beneficiaries

Nothing in this BAA is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors and assigns, any rights, remedies, obligations or liabilities whatsoever and no other person or entity shall be a third party beneficiary of this BAA.

Entire Agreement

This BAA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter hereof, including the parties’ HIPAA obligations. This BAA may be amended only by a written instrument executed by duly authorized representatives of both parties.

For customers who signed contracts on or before March 10, 2026, view the previous version of the Business Associate Agreement.