Legal

Business Associate Agreement

Version baa-2026-10-12 · Accepted electronically by the clinic when it creates its Baseline Cognitive account. Based on the U.S. Department of Health and Human Services sample business associate agreement provisions (January 25, 2013).

This Business Associate Agreement ("Agreement") is entered into between Baseline Cognitive, the operator of baselinecognitive.com ("Business Associate"), and the practice that accepts it when creating an account ("Covered Entity"). It applies to all protected health information that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity through the Baseline Cognitive service (the "Service").

1. 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, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

(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 Baseline Cognitive.

(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 the practice named in the account that accepted this Agreement.

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

2. Obligations and activities of Business Associate

Business Associate agrees to:

(a) Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;

(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;

(c) Report to covered entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware. Business Associate will report a breach of unsecured protected health information without unreasonable delay and in no case later than 30 calendar days after discovery, with the information required by 45 CFR 164.410(c) as it becomes available. Covered Entity is responsible for notifications to individuals, the Secretary, and the media; Business Associate will provide the information Covered Entity reasonably needs to make them. Unsuccessful security incidents (such as pings, port scans, and blocked log-in attempts that do not result in unauthorized access) are reported by this notice and need no further report;

(d) 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 protected health information 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. Business Associate's hosting subcontractor is Amazon Web Services, under the AWS Business Associate Addendum;

(e) Make available protected health information in a designated record set to the covered entity as necessary to satisfy covered entity's obligations under 45 CFR 164.524. Covered Entity can view, print, and export its patients' reports in the Service at any time. If an individual asks Business Associate directly for access, Business Associate will forward the request to Covered Entity within 10 business days;

(f) Make any amendment(s) to protected health information in a designated record set as directed or agreed to by the covered entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy covered entity's obligations under 45 CFR 164.526. Requests for amendment received directly from an individual will be forwarded to Covered Entity within 10 business days;

(g) Maintain and make available the information required to provide an accounting of disclosures to the covered entity as necessary to satisfy covered entity's obligations under 45 CFR 164.528;

(h) To the extent the business associate is to carry out one or more of covered entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s); and

(i) Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

3. Permitted uses and disclosures by Business Associate

(a) Business associate may only use or disclose protected health information as necessary to provide the Service to Covered Entity: administering assessments and questionnaires to Covered Entity's patients, scoring them, producing reports, sending patient links at Covered Entity's direction, and storing, securing, and supporting that information. Business Associate may also use protected health information to create information that is de-identified in accordance with 45 CFR 164.514(a)–(c), and may use and disclose de-identified information for any lawful purpose, including developing and validating normative reference data and improving the Service.

(b) Business associate may use or disclose protected health information as required by law.

(c) Business associate agrees to make uses and disclosures and requests for protected health information consistent with covered entity's minimum necessary policies and procedures.

(d) Business associate may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by covered entity, except for the specific uses and disclosures set forth below.

(e) 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.

(f) Business associate may disclose protected health information 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.

4. Provisions for Covered Entity to inform Business Associate of privacy practices and restrictions

(a) Covered entity shall notify business associate of any limitation(s) in the notice of privacy practices of covered entity under 45 CFR 164.520, to the extent that such limitation may affect business associate's use or disclosure of protected health information.

(b) 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.

(c) Covered entity shall notify business associate of any restriction on the use or disclosure of protected health information that covered entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect business associate's use or disclosure of protected health information.

5. Permissible requests by Covered Entity

Covered entity shall not request business associate to use or disclose protected health information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by covered entity, except for the uses and disclosures for management and administration and legal responsibilities, and for de-identification, permitted in Section 3.

6. Term and termination

(a) Term. The Term of this Agreement shall be effective as of the date Covered Entity accepts it, and shall terminate when Covered Entity's account for the Service is closed or on the date covered entity 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 covered entity, if covered entity determines business associate has violated a material term of the Agreement and business associate has not cured the breach or ended the violation within 30 days of written notice from covered entity.

(c) Obligations of Business Associate upon termination. Upon termination of this Agreement for any reason, business associate, with respect to protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, shall:

Retain only that protected health information which is necessary for business associate to continue its proper management and administration or to carry out its legal responsibilities;
Return to covered entity (by making its reports available for export for 30 days) or, if agreed to by covered entity, destroy the remaining protected health information that the business associate still maintains in any form. Encrypted backups are destroyed as they expire (within 35 days);
Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as business associate retains the protected health information;
Not use or disclose the protected health information retained by business associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out at Section 3(e) and 3(f) which applied prior to termination; and
Return to covered entity or, if agreed to by covered entity, destroy the protected health information 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.

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

7. Miscellaneous

(a) Regulatory references. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.

(b) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law. Business Associate may publish an updated version of this Agreement; the version in effect is the one most recently accepted by Covered Entity.

(d) Acceptance. Covered Entity accepts this Agreement electronically. The Service records the version accepted, the account, the time, and the network address of acceptance.