GlimerCoSchool.pdf

Parent document: 2024-09-23-d8e9f2f5ce5e579c1768542b8419db79-agenda.txt

Text

HEALTH CARE STAFFING AGREEMENT FOR SCHOOL SERVICES

THIS AGREEMENT (this “Agreement’) is made and entered into this 9 day of
September 2024, by and between Interim HealthCare of Pittsburgh, Inc. Dba Interim
HealthCare of Morgantown (hereinafter “Service Provider”) and Gilmer County Schools
(hereinafter the “School District”).

RECITALS

WHEREAS, the School District is authorized to contract with health care staffing
agencies for the provision of health care staffing services; and

WHEREAS, Service Provider is an agency placing health care staff on a
temporary basis with those entities in need of such services; and

WHEREAS, the School District desires that Service Provider provide a full range
of health care staffing services in such disciplines as needed by the School District (the
“Services”); and

WHEREAS, Service Provider is capable of and willing to provide the Services to
the School District;

NOW THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto mutually agree as follows:

1. This Agreement shall take effect on September 9, 2024, and remain in effect
through September, 2025, unless terminated earlier in accordance with the terms set
forth herein.

2. Service Provider warrants that it is duly licensed and authorized to perform the
services that are described herein and has never been excluded from Medicare,
Medicaid or any health care benefit program funded by the Federal government.

3. Service Provider warrants that it will provide the School District with licensed (if
applicable) and qualified individuals to provide the Services. Service Provider represents
that all individuals provided will possess documentation evidencing such license
qualifications as required by Federal, State or local statutes, rules, regulations and
orders.

4. Service Provider shall ensure that each individual providing Services to the
School District has: (a) completed a Skills Checklist and Competency Exam; (b) has the
appropriate nursing license, if applicable; and (c) has at least two (2) professional
references that have been checked by Service Provider prior to providing any services to
the School District. Service Provider further represents that the personnel that it sends to
the School District are covered by current malpractice insurance, have submitted a

Revised 6/10 Each Interim Healthcare office is an independently owned and operated franchise business.


completed Employment Eligibility Verification (Form I-9), and are eligible to work at the
School District’s schools.

5. Service Provider agrees to obtain and submit to the School District such health
information concerning the personnel it provides to the School District as it requires,
consistent with applicable law.

6. Service Provider understands and agrees that it will comply and is responsible
for complying with all applicable Federal, State and local statutes, rules and ordinances.
Service Provider shall adhere to all requirements and protocols as established by and
communicated to it by the School District.

7. All Service Provider personnel providing services to the School District shall be
subject to approval by the School District. The School District reserves the right to reject
the placement of any individual provided to it by Service Provider, consistent with
applicable law.

8. Service Provider shall provide the School District with personnel, subject to the
availability of appropriate personnel, on an as needed and as requested basis.

9. In consideration for the Services to be rendered by Service Provider to the
School District for the period of this Agreement, upon presentation of an invoice by
Service Provider evidencing such attendance in accordance with the terms set forth
below, the School District will pay Service Provider at the following rates:

RN = $50 per hour

LPN $47 per hour
per hour
per hour
per hour

The above rates apply to all shifts. For each shift worked by one of its personnel,
whether a traditional school nurse or private duty school nurse, Service Provider shall bill
the School District for each hour worked. Service Provider will bill the School District in
fifteen (15) minute increments for partial hours worked.

The School District will be notified in writing of any rate changes. Service Provider
will submit these rate changes with 30 (thirty) days of notice prior to rate change taking
effect.

In the event that the same nurse works for the School District for more than forty
(40) billable hours during any week, the School District shall pay one and one half (17%)
times the hourly rate of pay for each hour in excess of the forty (40) billable hour work
week. Service Provider shall be available to provide health care staffing services to the

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 2


School District twenty-four (24) hours a day, seven (7) days a week for the entire
calendar year.

If the School District hires any of the personnel provided by Service Provider within
twelve (12) months of the last date worked at the School District by such personnel, the
School District shall pay Service Provider a placement fee in accordance with the
following schedule:

Number of hours worked for Customer Fee: Percentage of annual salary upon

Less than 100
100 — 299
300 — 499
500 — 699
700 — 999

15% —CsSC‘C
Over 1,000 The greater of 10% or $5k

10. Service Provider shall furnish time sheets/cards to the personnel it sends to
the School District. The appropriate School District designee must sign each time
sheet/card. The School District shall maintain a copy of the completed time sheets/cards
for verification purposes. These time sheets/cards shall be used by the Service Provider
to assess invoice amounts.

11. Service Provider shall submit weekly invoices for services rendered at the
end of each week for which Services have been provided. The School District shall pay
each invoice within thirty (30) days of its receipt. The invoice shall include time sheets
and attendance, types of services rendered and fees payable. The School District shall
give Service Provider notice of any invoice dispute within twenty (20) days of its receipt
and may withhold payment pending the resolution of such dispute. Failure to timely
dispute any invoice shall not be deemed as acceptance and does not act as a waiver of
the School District’s rights or prevent the School District from availing itself of any remedy
or course of action it has at law or in equity at a later date. The School District shall have
the right to examine any and all accounting records as they pertain to Services provided
by Service Provider.

12. |The School District shall have the right to cancel any scheduled shift before
the shift is scheduled to begin, provided the School District notifies Service Provider at
least two (2) hours prior to the scheduled shift.

13. |The School District shall not incur any charges for Health Care personnel
placed by Service Provider who fail to fulfill a scheduled assignment for any reason
whatsoever. Service Provider shall make every effort to locate substitute personnel for
the School District upon request.

14. Either party shall have the right to terminate this Agreement with or without
cause upon thirty (30) days prior written notice. In event of termination, the School

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District shall pay all accounts due immediately and Service Provider will provide no
additional Services beyond the date of termination.

15. Service Provider personnel shall prepare and submit forms related to
services provided as required by the School District.

16. Service Provider agrees to retain all materials and records relevant to the
execution or performance of this Agreement in accordance with the provisions of
applicable law, but in no event less than six (6) years from the date of this Agreement.

17. | Service Provider shall make personnel available to the School District for
purposes of internal peer reviews, external audit systems, grievance procedures, and any
other purpose, as reasonably required by the School District, and Service Provider further
agrees to participate in any case conference or continuing in-service education
conducted by the School District for Service Provider's staff, at the School District's
expense at the rates set forth herein.

18. All employees of Service Provider shall be deemed employees of Service
Provider for all purposes and Service Provider alone shall be responsible for their work,
personal conduct, direction, and compensation. Service Provider acknowledges that it
will not hold itself, its officers, its employees and/or its agents out as employees of the
School District. Service Provider is retained by the School District only for the purposes
and to the extent set forth in this Agreement, and its relationship to the School District
shall during the term hereof be that of an independent Service Provider. Neither Service
Provider nor its personnel assigned hereunder shall be considered as having employee
status with the School District and shall not be entitled to participate in any of the School
District's worker’s compensation, retirement, fringe benefits, unemployment insurance,
liability insurance, disability insurance, or other similar employee benefit programs.

19. Service Provider and its employees shall not share or accept any fee or
gratuity from the School District for service provided pursuant to this Agreement.

20. Service Provider shall identify and hold harmless the School District and its
agents and employees from and against all claims, damages, losses and expenses,
including but not limited to attorney’s fees, arising out of or resulting from the
performance of the Services under this Agreement, provided that any claim, damages,
loss or expense is (i) attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property, including the loss of use resulting therefrom, and (ii)
caused in whole or in part by any negligent act or omission of Service Provider, anyone
directly or indirectly employed by Service Provider or anyone for whose acts Service
Provider may be liable, but only to the extent such claims, damages, losses or expenses
are not caused in whole or in part by a party indemnified hereunder. This Section 20
shall not be construed to negate, abridge, or otherwise reduce any other right or
obligation of indemnity that either party would otherwise have under applicable law.

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 4


21. The Service Provider agrees to maintain insurance in such limits as set
forth below.

I. Commercial General Liability Insurance: $1,000,000 per
occurrence/$3,000,000 aggregate;
Il. Automobile Liability: $1,000,000 combined single limit for owned, hired and
borrowed and non-owned motor vehicles;
I. Statutory Workers’ Compensation; and
IV. Professional Liability Insurance: $1,000,000 per occurrence/$3,000,000
aggregate.

22. The School District shall provide Service Provider with written materials
outlining its policies, procedures, rules and regulations for distribution to the personnel
providing the Services hereunder. It shall be the responsibility of Service Provider’s
personnel to fully familiarize themselves with the subject matter contained therein.

23. Services provided pursuant to this Agreement shall be provided without
regard to race, creed, color, sex, age, disability, sexual orientation, national origin or
sponsorship.

24.  Allnotices required or permitted shall be made in writing by hand delivery or
by registered or certified mail, or by a recognized courier service. Notice shall be deemed
given on the date of delivery or upon receipt. Notice shall be delivered or mailed to:

Service Provider:

Interim HealthCare of Pittsburgh, Inc.

Dba Interim HealthCare of Morgantown
1111 Van Voorhis Rd; Suite 2, Second Floor
Morgantown, WV 26505

School District:

Gilmer County Schools
454 Vanhorn Drive
Glenvillle, WV 26351

25. Neither party shall assign, transfer, or convey any of its respective rights or
obligations under this Agreement without the prior written consent of the other party.

26. This Agreement shall be governed by the laws of the State where the
School District is located. If any portion of this Agreement is found by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall remain in full force and effect.

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 5


27. This Agreement constitutes the full and complete Agreement between the
School District and Service Provider, and supersedes all prior written and oral
agreements. This Agreement may not be altered, changed, added to, deleted from, or
modified except through the mutual written consent of the parties.

28. The undersigned representative of Service Provider hereby represents and
warrants that the undersigned is an officer, director, or agent of Service Provider with full
legal rights, power, and authority to enter into this Agreement on behalf of Service
Provider and bind Service Provider with respect to the obligations enforceable against
Service Provider in accordance with its terms.

29. This Agreement has been arrived at mutually and is not to be construed
against any party hereto as being the drafter hereof or causing the same to be drafted.
IN WITNESS WHEREOPF, the parties have executed this Agreement on the date first

above written.

Interim HealthCare of Pittsburgh, Inc.

Dba Interim HealthCare of Morgantown Gilmer County Schools
SIGNATURE: SIGNATURE:

PRINTED NAME: PRINTED NAME:

TITLE: TITLE:

DATE: DATE:

Billing and Invoicing addressed to:

Contact Printed Name: Shelly Mason

Title:

Address:454 Vanhorn Drive, Glenville WV 26351
Phone: 304-464-7386

Fax:

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business.


Attachment B
Business Associate Agreement

THIS CONTRACT is made and entered into by and between Interim HealthCare of Pittsburgh, Inc.
Dba Interim HealthCare of Morgantown (hereinafter referred to as “COVERED ENTITY’), a corporation,
with its principal place of business located at 1111 Van Voorhis Rd; Suite 2, Second Floor Morgantown,
WV 26505 and Gilmer County Schools (hereinafter referred to as “BUSINESS ASSOCIATE’).

Recitals
A. BUSINESS ASSOCIATE performs, or assists in the performance, of a function or activity or

provides services of a type for COVERED ENTITY that makes BUSINESS ASSOCIATE a
“business associate” for purposes of the HIPAA privacy regulations.

B. COVERED ENTITY will disclose protected health information to BUSINESS ASSOCIATE in
conjunction with the function, activity, or services performed or provided by BUSINESS
ASSOCIATE.

C. COVERED ENTITY will disclose electronic protected health information to BUSINESS

ASSOCIATE in conjunction with the function, activity, or services performed or provided by
BUSINESS ASSOCIATE.

D. COVERED ENTITY and BUSINESS ASSOCIATE desire to enter into a contract as required by the
HIPAA privacy and security regulations to provide satisfactory assurance to COVERED ENTITY
that BUSINESS ASSOCIATE will appropriately safeguard that protected health information.

Agreement

NOW THEREFORE, COVERED ENTITY and BUSINESS ASSOCIATE agree as follows:

(1) Definitions. _—_All terms and phrases in this Contract shall have the same meanings as defined in
45 CFR §160 and §164, subparts A, C, D, and E. Without limiting the generality of the foregoing,

as used in this Contract, the following terms shall have the following meanings:

(a) “HIPAA privacy regulations” shall mean the regulations at 45 CFR §160 and §164,
subparts A and E.

(b) “HIPAA security regulations” shall mean the regulations at 45 CFR §160 and 164, subpart
C.

(c) “HIPAA Breach Notification Rule” shall mean the regulations at 45CFR §164, subpart D.

(d) “HIPAA Rules’ shall mean the HIPAA privacy regulations, the HIPAA security regulations,
the HIPAA Breach Notification Rule, and the HIPAA enforcement rule at 45 CFR §160,
subpart C.

(e) “Secretary” shall mean the Secretary of the United States Department of Health and
Human Services (“HHS”) or any other officer or employee of HHS to whom the authority

involved has been delegated.

(f) “Protected health information” shall mean individually identifiable health information

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 7


(g)

(h)

regardless of whether it is maintained in electronic or non-electronic form.

“Electronic protected health information” shall mean individually identifiable health
information that is transmitted by or maintained in electronic media. It includes devices in
computers and any removable/transportable digital memory medium. Transmission media
include the Internet, extranet or intranet, leased lines, dial-up lines, private networks, and
physical movement of removable/transportable media. Certain transmissions, including of
paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via
electronic media if the information being exchanged did not exist in electronic form
immediately before the transmission

“Security incident” shall mean the attempted or successful unauthorized access, use,
disclosure, modification, or destruction of information or interference with system
operations in an information system.

(2) Restriction on Use and Disclosure of Protected Health Information. Except as permitted or
required by this Contract or as required by law, BUSINESS ASSOCIATE shall not use, de-identify,
or further disclose any protected health information disclosed or otherwise made available to it by
COVERED ENTITY.

(3) Authorized Uses and Disclosures. Except as otherwise limited in this Contract, BUSINESS
ASSOCIATE is hereby authorized to use and disclose protected health information for the following
purposes:

(a)

(b)

(c)

(qd)

Generally. BUSINESS ASSOCIATE may use or disclose protected health information on
behalf of, or to provide services to, COVERED ENTITY for the following purposes, if such
use or disclosure of protected health information would not violate the HIPAA privacy
regulations if done by COVERED ENTITY or the minimum necessary policies and
procedures of COVERED ENTITY:

Management and Administration. BUSINESS ASSOCIATE may use and disclose
protected health information for the proper management and administration of BUSINESS
ASSOCIATE or to carry out the legal responsibilities of BUSINESS ASSOCIATE, provided:

(1) The disclosure is required by law; or,

(2) BUSINESS ASSOCIATE obtains reasonable assurances from the person to whom
the information is disclosed that it will be held confidentially and used or further
disclosed only as required by law or for the purpose for which it was disclosed to
the person and the person will immediately notify the BUSINESS ASSOCIATE of
any instances of which it is aware in which the confidentiality of the information has
been breached.

Date Aggregation Services. BUSINESS ASSOCIATE may use and disclose protected
health information to provide data aggregation services relating to the health care
operations of COVERED ENTITY.

Violations of Law. BUSINESS ASSOCIATE may use protected health information to
report violations of law to appropriate Federal and State authorities, consistent with 45
CFR §164.502(j)(1).

(4) BUSINESS ASSOCIATE’S Obligations.

Revised 7/20

Each Interim Healthcare office is an independently owned and operated franchise business. 8


(a)

(b)

(c)

(qd)

(e)

(f)

(g)

(h)

Revised 7/20

Representation and Acknowledgment. BUSINESS ASSOCIATE represents that it has
complied and will comply with the requirements of the HIPAA Rules applicable to it and
acknowledges that it is aware that it is subject to the tiered civil and criminal penalties of
section 1176 and 1177 of the Social Security Act.

Safeguards. BUSINESS ASSOCIATE shall use appropriate safeguards, and comply,
where applicable, with the HIPAA security regulations with respect to electronic protected
health information, to prevent use or disclosure of protected health information other than
as permitted or required by this Contract or as required by law.

Security of Electronic Protected Health Information. BUSINESS ASSOCIATE shall
implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of the electronic protected
health information that it creates, receives, maintains, or transmits on behalf of COVERED
ENTITY.

Reporting. BUSINESS ASSOCIATE shall report to COVERED ENTITY any use or
disclosure of protected health information not permitted by this Contract of which it
becomes aware, including breaches of unsecured protected health information as required
by the HIPAA Breach Notification Rule. Furthermore, BUSINESS ASSOCIATE shall report
to COVERED ENTITY any security incident of which it becomes aware. This report shall
be given to COVERED ENTITY as soon as possible after BUSINESS ASSOCIATE
discovers the impermissible use or disclosure but not more than twenty (20) days after the
discovery.

Subcontractors. BUSINESS ASSOCIATE shall ensure that any subcontractors, that
create or receive protected health information on behalf of BUSINESS ASSOCIATE, agree
to the same restrictions and conditions that apply to BUSINESS ASSOCIATE with respect
to such information.

Providing Electronic Protected Health Information to Agents or Subcontractors.
BUSINESS ASSOCIATE shall ensure that any agent, including a subcontractor, to whom it
provides electronic protected health information, agrees to implement reasonable and
appropriate safeguards to protect the electronic protected health information.

Individual’s Access to Information. BUSINESS ASSOCIATE shall make available and
permit access to protected health information about an individual by that individual in
accordance with 45 CFR §164.524.

Amendment of Protected Health Information. BUSINESS ASSOCIATE shall make
available to COVERED ENTITY protected health information for amendment and
incorporate any amendments to protected health information in accordance with 45 CFR
§164.526.

Accounting of Disclosures. BUSINESS ASSOCIATE shall document such disclosures
of protected health information 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 protected health information in accordance with 42 CFR. §164.528.
BUSINESS ASSOCIATE shall make available the information required to provide an
accounting of disclosures in accordance with 42 CFR. §164.528. Such information shall be
given to COVERED ENTITY by BUSINESS ASSOCIATE within twenty (20) days after
COVERED ENTITY notifies BUSINESS ASSOCIATE of COVERED ENTITY’s need for the
information.

Each Interim Healthcare office is an independently owned and operated franchise business. 9


(i)

(k)

(I)

Comply with COVERED ENTITY’s Obligations. To the extent BUSINESS ASSOCIATE
is to carry out COVERED ENTITY’s obligations under the HIPAA privacy regulations,
BUSINESS ASSOCIATE shall comply with the requirements of the HIPAA privacy
regulations that apply to COVERED ENTITY in the performance of such obligations.

Practices, Books and Records. BUSINESS ASSOCIATE shall 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, to the Secretary for the purpose of determining COVERED ENTITY’s
compliance with the HIPAA privacy regulations.

Mitigation. BUSINESS ASSOCIATE shall mitigate, to the extent practicable, any harmful
effect that is known to BUSINESS ASSOCIATE or to COVERED ENTITY of a use or
disclosure of protected health information in violation of BUSINESS ASSOCIATE’s policies
and procedures, this Contract, or the HIPAA privacy or security regulations.

(5) COVERED ENTITY’s Obligations.

(a)

(b)

Provisions for COVERED ENTITY to Inform BUSINESS ASSOCIATE of Privacy
Practices and Restrictions.

(1) COVERED ENTITY shall notify BUSINESS ASSOCIATE of any limitations(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 BUSINESS ASSOCIATE’s
use or disclosure of protected health information.

(2) COVERED ENTITY shall notify BUSINESS ASSOCIATE of any changes in, or
revocation of, permission by an individual to use or disclose protected health
information, to the extent that such changes may affect BUSINESS ASSOCIATE’s
use or disclosure of protected health information.

(3) COVERED ENTITY shall notify BUSINESS ASSOCIATE of any restriction to the
use or disclosure of protected health information that COVERED ENTITY has
agreed to in accordance with 45 CFR §164.522, to the extent that such restriction
may affect BUSINESS ASSOCIATE’s use or disclosure of protected health
information.

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 the HIPAA privacy
regulations if done by COVERED ENTITY.

(6) Breach Notification.

(a)

(b)

Revised 7/20

Notice to COVERED ENTITY. In the event of its discovery of a breach of unsecured
protected health information disclosed or made available to it by COVERED ENTITY,
BUSINESS ASSOCIATE shall provide notification of such breach to COVERED ENTITY
as required by the HIPAA Breach Notification Rule. Provided, however, notwithstanding
anything in that Rule to the contrary or in paragraph (16) of this Contract, such notice shall
be given to COVERED ENTITY by BUSINESS ASSOCIATE as soon as possible after
BUSINESS ASSOCIATES’s discovery of the breach, but in no case more than twenty (20)
calendar days after its discovery of the breach.

Notice of Breach to Affected Individuals; Costs. Whether or not notification of the

Each Interim Healthcare office is an independently owned and operated franchise business. 10


(c)

breach shall be given to affected individuals and, if so, the method by which the notification
shall be given shall be determined by COVERED ENTITY, in its sole discretion. If required
by COVERED ENTITY in its sole discretion, BUSINESS ASSOCIATE shall give any such
notice(s) at such times and in such manner as determined by COVERED ENTITY. Inall
cases, BUSINESS ASSOCIATE shall pay to COVERED ENTITY the costs incurred by
COVERED ENTITY due to the breach. Such costs shall include, but are not limited to
printing and copying costs, postage, delivery charges, telephone charges and employee
wages.

Proof of Encryption. In the event of a breach of secured protected health information,
BUSINESS ASSOCIATE shall notify COVERED ENTITY of the breach as stated in
subparagraph (6)(a), above, and, within twenty days (20) calendar days after giving such
notice to COVERED ENTITY, provide proof satisfactory to COVERED ENTITY that such
protected health information was not unsecured protected health information.

(7) Term and Termination.

(a)

(b)

(c)

(qd)

Revised 7/20

Generally. This Contract shall be effective when executed on behalf of both of the parties
hereto and shall terminate when all of the protected health information 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 not feasible to return or destroy protected health information, protections
are extended to such information, in accordance with the termination provisions in this
Paragraph (7).

Mutual Agreement. This Contract may be terminated by mutual written agreement of the
parties.

Termination for Cause. Upon COVERED ENTITY’s knowledge of a material breach of
this Contract by BUSINESS ASSOCIATE, COVERED ENTITY shall either:

(1) Provide an opportunity for BUSINESS ASSOCIATE to cure the breach or end the
violation and terminate this Contract if BUSINESS ASSOCIATE does not cure the
breach or end the violation within the time specified by COVERED ENTITY;

(2) Immediately terminate this Contract if BUSINESS ASSOCIATE has breached a
material term of this Contract and cure is not possible.

Effect of Termination.

(1) Except as provided in paragraph (2) below, upon termination of this Contract, for
any reason, BUSINESS ASSOCIATE shall return or destroy all protected health
information received from COVERED ENTITY, or created or received by
BUSINESS ASSOCIATE on behalf of COVERED ENTITY that BUSINESS
ASSOCIATE maintains in any form. This provision also shall apply to protected
health information that is in the possession of subcontractors of BUSINESS
ASSOCIATE. BUSINESS ASSOCIATE shall retain no copies of the protected
health information.

(2) In the event that BUSINESS ASSOCIATE determines that returning or destroying
the protected health information is not feasible, BUSINESS ASSOCIATE shall
provide to COVERED ENTITY notification of the conditions that make return or
destruction not feasible. BUSINESS ASSOCIATE shall extend the protections of
this Contract to such protected health information and limit further uses and
disclosures of such protected health information to those purposes that make the

Each Interim Healthcare office is an independently owned and operated franchise business. 11


(8)

(9)

(10)

(11)

(a)

(b)

(12)

(13)

(14)

return or destruction not feasible, for so long as BUSINESS ASSOCIATE
maintains such protected health information.

Injunction. Notwithstanding any other rights or remedies provided for in this Contract, COVERED
ENTITY retains all rights to injunctive relief to prevent or stop the unauthorized use or disclosure of
protected health information by BUSINESS ASSOCIATE, or any agent, subcontractor or other third
party that received protected health information from BUSINESS ASSOCIATE.

Indemnification. BUSINESS ASSOCIATE shall indemnify and hold COVERED ENTITY harmless
from and against any and all loss, cost, damage, or expense, including reasonable attorneys’ fees,
that arise out of: any breach by BUSINESS ASSOCIATE of this Contract, the HIPAA privacy
regulations, the HIPAA security regulations, or the HIPAA Breach Notification Rule, or, the need for
COVERED ENTITY to enforce any provision of this Contract.

Subpoena. In the event BUSINESS ASSOCIATE receives a subpoena for any protected health
information in BUSINESS ASSOCIATE’s possession, BUSINESS ASSOCIATE shall immediately
notify COVERED ENTITY of the subpoena and deliver a copy of the subpoena to COVERED
ENTITY. BUSINESS ASSOCIATE shall respond to the subpoena only in accordance with the
HIPAA privacy regulations.

Notices. Any notices required or permitted to be given under this Contract shall be in writing and
shall be personally delivered or sent by certified or registered mail, first class postage prepaid,
return receipt requested, or by prepaid overnight delivery service such that proof of delivery will be
obtained, and shall be addressed as set forth below or to such other address as may be specified
in a prior written notice to the other party:

If to COVERED ENTITY: Interim HealthCare of Pittsburgh, Inc.
Dba Interim HealthCare of Morgantown
1111 Van Voorhis Rd; Suite 2, Second Floor Morgantown, WV 26505

If to BUSINESS ASSOCIATE:

Such notice shall be deemed to be given on the date it is deposited in the mail as stated above, on
the date it is given to the overnight delivery service, or the date it is given personally to the party to
whom it is directed. A notice shall be deemed to have been given personally to a party if it is
handed to the representative of the party to whom the notice must be addressed or if left at his or
her office located at the street address to which a notice would be mailed.

Amendment. This Contract may not be changed, modified, or amended except by a written
agreement executed on behalf of each of the parties.

No Waiver. No waiver of one or more of the provisions of this Contract or the failure to enforce
any provision of this Contract by either party shall be construed as a waiver of any subsequent
breach of this Contract, nor a waiver of the right at any time thereafter to require strict compliance
with all of its terms.

Entire Agreement. This Contract sets forth the entire agreement and understanding between the
parties as to the matters contained in it, and supersedes all prior discussions, agreements, and
understandings of every kind and nature between them.

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 12


(15) Headings. The headings placed before the various paragraphs and subparagraphs of this
Contract are inserted for ease of reference only, do not constitute a part of this Contract, and shall
not be used in any way whatsoever in the construction or interpretation of this Contract.

(16) Interpretation. Any ambiguity in this Contract shall be resolved to permit COVERED ENTITY to
comply with the HIPAA Privacy Rule, 45 CFR § 164.500 eft seq., the HIPAA Security Rule, 45 CFR
§ 164.302 ef seg, and the HIPAA Breach Notification Rule, 45 CFR § 164.400 ef seq., as each may

be amended from time to time.

(17) Governing Law. This Contract shall be construed and enforced in accordance with, and governed

by, the laws of the State of West Virginia.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly
authorized representatives on the dates set forth below.

(BUSINESS ASSOCIATE)
Signature:

Printed Name:

Title:

Date:

Billing and Invoicing addressed to:

Contact Printed Name:
Title:

Address:

Phone:

Fax:

Interim HealthCare of Pittsburgh, Inc.
Dba Interim HealthCare of Morgantown

Signature :
Printed Name:
Title:

Date:

Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 13