Business Associates Agreement (BAA)

Last Updated 10/27/2025

 This is a Business Associate Agreement (the “Agreement”) between the Customer (“Covered Entity”) with office at Customer Address and Supervision Assist, LLC (“Business Associate”) with management office at 9450 SW Gemini Dr. Unit 65397 Beaverton, Oregon 97008-7105. Covered Entity and Business Associate may be collectively referred to herein as the “Parties.”

1. RECITALS

This Agreement is made as of the (“Effective Date”), by and between Supervision Assist, LLC (“Business Associate”) and the Customer (“Customer”),  collectively referred to as the “Parties” to comply with privacy standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164 (“the Privacy Rule”) and security standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (“the Security Rule”), and the Health Information Technology for Economic and Clinical Health (HITECH) Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 and regulations promulgated there under and any applicable state confidentiality laws.

WHEREAS, Business Associate provides encrypted online journal notes, encrypted attachments, encrypted evaluations, and encrypted videos on behalf of the Customer;

WHEREAS, in connection with these services, Covered Entity discloses to Business Associate certain Protected Health Information that is subject to protection under the HIPAA Rules; and

WHEREAS, the HIPAA Rules require that Covered Entity receive adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of Covered Entity.

NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Definitions

Catch-all definition:

The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (“PHI”), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

Specific definitions:

(a) Business Associate.  “Business Associate” shall generally have the same meaning as the term “Business Associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Supervision Assist.

(b) Covered Entity.  “Covered Entity” shall generally have the same meaning as the term “Covered Entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Customer as listed in the Service & Technology Licensing Agreement.

(c) HIPAA Rules.  “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

(d) Protected Health Information or PHI. “Protected Health Information” or “PHI” is any information, whether oral or recorded in any form or medium, that Supervision Assist receives from or on behalf of Covered Entity pursuant to this Agreement, that identifies an individual or might reasonably be used to identify an individual and relates to: (i) the individual’s past, present, or future physical or mental health; (ii) the provision of health care to the individual; or (iii) the past, present, or future payment for health care to the individual.

(e) Protected Information. Means Protected Health Information and information about patients as designated in 42 CFR part 2 (U.S.C. 290dd-2)

2. OBLIGATIONS AND ACTIVITIES OF THE COVERED ENTITY

Covered Entity agrees that:

• Covered Entity is solely responsible for ensuring that it does not transmit or store Protected Information to the Supervision Assist network, except for the purposes of training
  
  
• Covered Entity shall notify Supervision Assist of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR §164.520, to the extent that such limitation may affect Supervision Assist’s use or disclosure of Protected Information
  
  
• Covered Entity is solely responsible for ensuring the Protected Information it transmits via Supervision Assist may be legally disclosed to the communications recipient(s).
  
  
• Covered Entity shall notify Supervision Assist of any changes in, or revocation of, permission by an Individual to use or disclose Protected Information, to the extent that such changes may affect Supervision Assist’s use or disclosure of Protected Information.
  
  
• Covered Entity understands Company is not responsible for the use, disclosure, or storage of PHI stored locally on Covered Entity system that is downloaded or uploaded into Supervision Assist.

3. OBLIGATIONS AND ACTIVITIES OF THE BUSINESS ASSOCIATE

Business Associate agrees to:

• Not use or disclose PHI other than as permitted or required by the Agreement or as required by law;
  
  
• Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement;
  
  
• Report to Customer any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI as required at 45 CFR 164.410, and any security incident of which it becomes aware;
  
  
• In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information;
• Make available PHI in a designated record set to the “Customer” as necessary to satisfy Customer’s obligations under 45 CFR 164.524;
• Make any amendment(s) to PHI in a designated record set as directed or agreed to by the Customer pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Customer’s obligations under 45 CFR 164.526;
  
  
• Maintain and make available the information required to provide an accounting of disclosures to the Customer as necessary to satisfy Customer’s obligations under 45 CFR 164.528; and
  
  
• To the extent the Business Associate is to carry out one or more of Customer’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Customer in the performance of such obligation(s). 

4. PERMITTED USE AND DISCLOSURES BY BUSINESS ASSOCIATE

(a) Business Associate may only use or disclose PHI as necessary to perform the services set forth in the Company Service and Technology Licensing Agreement with Customer.

(b) Business Associate may use or disclose PHI as required by law.

(c) Business Associate agrees to make uses and disclosures and requests for PHI consistent with Customer’s minimum necessary policies and procedures.

(d) Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Customer.

(e) Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

(f) Business Associate may disclose PHI 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.

5. TERM AND TERMINATION

(a) Term. The Term of this Agreement shall commence as of the Effective Date (Section 1) while Customer have active and Access Passes given to users who have paid for Supervision Assist with Live & Recorded Video Sessions & BAA Access Passes as outlined in Attachment B, and shall terminate on the date specified in the Company Service and Technology Licensing Agreement with Customer or on the date Customer terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner. 

(b) Termination for Cause. Business Associate authorizes termination of this Agreement by Customer, if Customer determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within the time specified by Customer. 

(c) Obligations of Business Associate Upon Termination.

Upon termination of this Agreement for any reason, Business Associate, with respect to PHI received from Customer, or created, maintained, or received by Business Associate on behalf of Customer, shall:

1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities.
2. Return to Customer or, if agreed to by Customer, destroy the remaining PHI that the Business Associate still maintains in any form.
3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI.
4. Return to Customer [or, if agreed to by Customer, destroy] the PHI 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 as defined in the Company Service and Technology Licensing Agreement.

(d) Survival.  The obligations of Business Associate under this Section shall survive the termination of this Agreement.

6. MISCELLANEOUS

• Amendment. This Agreement may only be amended in writing, signed by both parties.
• Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPPA Rules. Subject to the foregoing, in the event of any conflict between this Agreement and the Data Privacy Addendum, the more protective provision with respect to PHI shall govern. All other terms of the Data Privacy Addendum that do not conflict with this Agreement shall apply to PHI.