Contrast Oral Radiology, Independent Contractor, and the undersigned, referred to as the “Company,” enter into this Business Agreement on the undersigned date for the provision of radiology services.

The purpose of this agreement is to set forth the terms of collaboration between Company and Contrast Oral Radiology and to provide Company with radiology imaging interpretation services for its dental patients.

Services: Company agrees to engage Contrast Oral Radiology and its contracted health care providers for the following services:

• A web portal enabling Company to transmit electronic documents, radiographic images, and to acquire completed reports.
• Review and interpret radiology images in consultative capacity only.
• Complete a consultative radiographic report, interpreting the provided data and DICOM images, providing findings and recommendations for further diagnostic procedures and other services reasonably related.
• Transmit a completed report for standard orders by the agreed date. In the event Company requests a rush or expedited order, Contrast Oral Radiology will transmit a completed report within 24 hours of receiving images.
• Possible availability for telephone consultation to the extent required under this Agreement.

Obligations of Company: Company agrees to:

• Provide Contrast Oral Radiology with DICOM images of patients in need of further evaluation through the HIPAA compliant web portal at https://portal.contrastoralradiology.com.
• Provide Contrast Oral Radiology with the patient’s name, date of birth, referring doctor, and the date DICOM images were scanned.
• Be solely responsible for obtaining any necessary informed consents from patients relating to the provision of Services pursuant to this Business Agreement.
• Meet HIPAA compliance requirements.
• Acknowledges that Contrast Oral Radiology will not provide any follow-up treatment, evaluations, or orders upon completion of the request radiographic report. Clinical treatment and diagnostic decisions are the Company’s responsibility.
• Acknowledges that radiographic reports function as second opinions or consultations regarding the provided radiographic images.
• Pay Contrast Oral Radiology by due dates stated on invoices.

Company acknowledges and agrees that no patient-provider nor treating provider relationship will be created by Contrast Oral Radiology providing Services pursuant to this Business Agreement. Any radiographic reports and/or findings provided by Contrast Oral Radiology will be in a consultative capacity only and are not intended to be a definitive diagnosis or treatment plan. Company acknowledges that the radiographic report created by Contrast Oral Radiology is limited to the provided images only. Any further assessment of dental-related conditions may require an additional clinical evaluation or lab tests. It will be at the discretion of Company and/or referring doctor to explain and share the report’s contents.

Delivery of Services: Neither Contrast Oral Radiology nor its readers shall be responsible for delays caused by insufficient patient information or receipt of incomplete or inadequate images. Contrast Oral Radiology shall promptly notify Company of any deficiencies in the work order. Both parties shall work cooperatively to achieve effective delivery of Services. If the Company experiences technical difficulties, they should notify Contrast Oral Radiology immediately.

Qualifications of Radiologists: Each dental radiologist employed or independently contracted with Contrast Oral Radiology will have a full license to practice dentistry in a US State or territory. Each dental radiologist will have completed an Oral and Maxillofacial Certificate program in the US and/or Canada, and will have appropriate malpractice insurance coverage.

Maintenance of Patient Records: Company shall store and maintain all radiographic images and radiology reports in accordance to federal and state laws. Company shall discharge any obligation that Contrast Oral Radiology may have under such laws, including but not limited to the preservation of confidentiality.

Use of De-Identified Information: Contrast Oral Radiology may de-identify selected cases and acknowledges that de-identified information is not protected health information and may be used for any lawful purpose including education or research.

Payment: Company shall pay Contrast Oral Radiology for Services. Invoices are generated for every month, and Company has 60 days for payment. Delinquent payments of 90 days results will be sent to collections.

Insurance: Contrast Oral Radiology, its employees, and independent contractors shall maintain professional liability insurance of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). Company shall maintain professional liability insurance of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). Company shall notify Contrast Oral Radiology one month prior to the termination, cancellation, or lapse of professional liability insurance.

HIPAA Compliance: The parties acknowledge that Company is a covered entity and Contrast Oral Radiology is a business associate. Company will comply with all aspects of HIPAA as a covered entity. Contrast Oral Radiology will comply with aspects of HIPAA as a business associate, which shall constitute a business associate agreement under HIPAA. Contrast Oral Radiology is not responsible for the Company’s decision to share patient records, public health information, etc. Company retains full responsibility regarding such decisions consistent with HIPAA requirements.

Limitation of Liability: In no event will either party be liable or responsible to the other for any type of incidental, punitive, indirect or consequential damage, including but not limited to lost revenue, lost profits, loss of data, or civil or criminal penalties.

In any suit or action between parties relating to or arising from this Agreement, the prevailing party shall be entitled to receive reasonable attorneys’ fees, costs, and other expenses in addition to other relief which may be awarded including costs and attorneys’ fees incurred on appeal or in any bankruptcy proceeding.

This agreement may be amended or modified only by a written agreement signed by the parties.

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HIPAA Notices of Privacy Policy for Business Associates

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.

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 Contrast Oral Radiology.

(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 refer to Company as described above.

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

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;

I. Business Associate will report any incidence of Security breaches in a reasonable time and manner considering the nature of the incident. Both parties acknowledge and agree that ongoing existence and occurrence of attempted but unsuccessful security incidents shall require no additional notice.

(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;

(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;

(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;

(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.

Permitted Uses and Disclosures by Business Associate

(a) Business associate may only use or disclose protected health information as necessary to perform the services set forth in Service Agreement.

(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, and subject to necessary case-specific requirements for a radiology report.

(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.

(e) 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.

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.

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.

Term and Termination

(a) Term. The Term of this Agreement shall be effective as of the date signed below, and shall terminate with or without cause with sufficient provided notice of 90 days.

(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 the time specified by covered entity.

(c) Obligations of Business Associate Upon Termination.

Option 1 – if the business associate is to return or destroy all protected health information upon termination of the agreement.

Upon termination of this Agreement for any reason, business associate shall return to covered entity [or, if agreed to by covered entity, destroy] all protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains in any form. Business associate shall retain no copies of the protected health information.

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.

(c) Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.