Document type | contract |
---|---|
Date | 2024-09-09 |
Source URL | https://go.boarddocs.com/wv/gilmer/Board.nsf/files/D96NRN613505/$file/GlimerCoSchool.pdf |
Entity | gilmer_county_schools (Gilmer Co., WV) |
Entity URL | https://boe.gilmer.k12.wv.us/ |
Raw filename | GlimerCoSchool.pdf |
Stored filename | 2024-09-09-e8677aa22e7e71f090b40c1df1666c0e-contract.txt |
Parent document: 2024-09-23-d8e9f2f5ce5e579c1768542b8419db79-agenda.txt
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 Revised. 7/20 Each Interim Healthcare office is an independently owned and operated franchise business. 3 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