Master Services Agreement

1Recitals and Purpose

1. A. Agency desires on-demand, per-visit Registered Nurse (RN) assessment services for its patients in New York State.
2. B. Task Health contracts with RNs throughout New York exclusively as independent 1099 contractors and provides a secure technology platform to dispatch, manage, and deliver Start of Care, Reassessment/Recertification, Post-Hospitalization/Resumption of Care, and HHA supervisory visits, together with required documentation.
3. C. The Parties intend to comply with applicable New York State Department of Health (NYSDOH) regulations for LHCSAs/CHHAs regarding services provided by contract/under arrangement, and with applicable CMS Home Health Conditions of Participation (if Agency is Medicare-certified).
4. D. Current Operating Status. The Parties acknowledge that, as of the Effective Date, the “Task Health” service line is operated by MJ-MC Home Care, Inc., d/b/a Medflyt at Home, a Licensed Home Care Services Agency (“LHCSA”) duly licensed by the New York State Department of Health (Operating Certificate No. 1179L001).
5. E. Pending Corporate/Regulatory Registration. The Parties further acknowledge that “Task Health” is in the process of forming and registering a separate legal entity under the laws of the State of New York and, as applicable, registering as a Health-Care Technology Platform pursuant to New York Public Health Law, Article 29-K.
6. F. Provider-of-Record; Under-Arrangement. The Parties agree that the Agency remains the provider of record for services rendered to Agency’s patients under this Agreement; Task Health provides services under arrangement and does not admit or discharge patients.

Therefore, in consideration of the mutual promises below, the Parties agree as follows.

2Definitions

• “Platform” means Task Health’s web portal and mobile application used by Agency to request visits, provide intake data, track status, and download deliverables and credentials.
• “Visit Types” means Start of Care (SOC), Reassessment and Recertification.
• “Completed Visit” means a visit where all required forms for that Visit Type have been submitted through the Platform and are available for Agency download.
• “Documentation Correction Window” means five (5) business days following Agency submission of a correction request through the Platform.
• “Successor Entity” means the separate legal entity to be formed to continue the Task Health service line and, as applicable, registered under New York Public Health Law Article 29-K as a health-care technology platform.
• “Novation Effective Date” means the effective date stated in Task Health’s written notice to Agency evidencing the Successor Entity’s formation, good standing, and (if applicable) NYSDOH Article 29-K registration.

3Scope of Services

3.1Core Services

Task Health will provide qualified RNs to perform the following Visit Types on a pay-as-you-go basis:

• (a) Start of Care (SOC). Comprehensive in-home patient assessment; environment/safety review; initial plan of care inputs; Paraprofessional (HHA/PCA) Supervisory, completion of required SOC forms and patient onboarding materials.
• (b) Reassessment/Recertification. Periodic reassessments (including 60/90/180-day or other Agency-directed intervals), significant-change reviews, and plan-of-care updates.

Required Deliverables by Visit Type are listed in Exhibit C, including: Patient Assessment, Plan of Care, CMS-485 (if applicable), Emergency Kardex, Paraprofessional Supervisory Form, and Welcome Package materials.

3.2Technology Workflow; Intake Data

The agency will request visits and provide patient/case details via the Platform. Required intake fields appear in Exhibit B (Portal Intake Fields). Agency sets the requested scheduling window (start date/time and end date/time) and any availability notes; Task Health dispatches the request to eligible RNs and confirms the scheduled slot with the patient.

3.3Forms and Format

Agency agrees to utilize Task Health’s standardized forms, which are specifically designed to satisfy all applicable regulatory requirements. The complete set of official Task Health forms is attached hereto as Exhibit C.

Task Health may periodically update its standardized forms to reflect regulatory changes or best practices. Any such updates shall automatically amend this Agreement by reference, and Task Health will provide written notice to Agency of the updated forms.

3.4Completion; Post-Visit Corrections

A Completed Visit is deemed achieved once all required forms for the applicable Visit Type have been submitted through the Platform and are available for Agency download at the time of the RN’s clock-out.

If the Agency identifies issues requiring correction, a correction request must be submitted through the Platform within forty-eight (48) business hours from the time the visit was marked Completed.

Upon receipt of a timely correction request, the visit shall remain Completed and billable; however, Task Health and/or the assigned RN will, in good faith, finalize and resubmit the corrected documentation within five (5) business days from the date the correction request was submitted.

3.5HHA Supervisory / Paraprofessional Supervisory Form

When the aide is not present despite reasonable scheduling and notice, the RN shall (i) assess the patient, (ii) review aide tasks and performance with the patient and/or family, and (iii) document the aide’s absence together with supervisory findings.

Such a supervisory visit shall be deemed a Completed Visit for billing purposes, though it may or may not count toward regulatory supervisory requirements depending on the Agency’s applicable program rules.

EMR clock-in/clock-out records from the Agency’s system of record, in isolation, shall not constitute conclusive proof of aide presence or absence. If the Agency submits objective, verifiable evidence contradicting the RN’s documentation, the Parties shall promptly review the case.

Upon mutual confirmation of such evidence, Task Health shall, at its option:

• (A) perform an additional supervisory visit, without charge to the Agency; or
• (B) issue a one-time credit of thirty dollars ($30.00) against the billed amount for that visit.

3.6Plan of Care – Patient Copy; Delivery, Costs & Recordkeeping

• (a) Regulatory Basis. New York regulations require that the patient be given a copy of the plan of care. Task Health’s approach -secure digital delivery immediately after the visit plus a prompt hard-copy mailing -meets this requirement.
• (b) Digital Delivery (No Charge). Immediately after the nurse’s visit, Task Health will deliver a secure access link to the patient and caregiver(s) for the Plan of Care. This digital delivery is included at no additional cost.
• (c) Patient Education & Acknowledgment. During the visit, the RN will explain the delivery process and obtain a signed patient acknowledgment.
• (d) Optional Hard-Copy Mailing (Paper). Upon Agency’s election, Task Health will mail a paper copy via USPS First Class (3–10 days). The per-mailing fee is $8.00, covering up to eleven (11) pages.
• (e) Recordkeeping. Task Health will maintain in the patient’s Portal profile: (i) the secure-link transmission record, (ii) the mailing trail log (if mailed), and (iii) the signed patient acknowledgment.
• (f) Agency Discretion to Self-Mail. Agency may download the Plan of Care directly from the Portal and arrange its own mailing.
• (g) Policy Alignment. Task Health will provide an optional policy insert describing this delivery workflow.
• (h) Pricing Cross-Reference. The $8.00 paper-mailing fee will be itemized on the weekly invoice.

4Responsibilities of Task Health

4.1RN Qualifications and Credentialing

Task Health shall provide Registered Nurses who are duly licensed in the State of New York, in good standing, and appropriately experienced in home-based assessments. Task Health shall maintain a complete and current credential file for each RN.

Each RN’s credential and onboarding package shall include, at a minimum:

Credential Access. Task Health shall make the full RN onboarding and credentialing package available for Agency download through the Platform. For each Completed Visit, a clickable link shall appear enabling the Agency to download the RN’s full credentialing package in PDF format.

4.2Orientation; Policies

Task Health will maintain a RN Orientation Program covering home-care assessment standards, safety, infection control, documentation, patient rights, HIPAA confidentiality, and emergency escalation.

Required Orientation Topics (aligned to NYSDOH & applicable law):

1. Agency Policies & Procedures. Orientation to Agency operations, standards, and scope of services.
2. Patient Rights & Responsibilities. Review of the Patient Bill of Rights and RN obligations.
3. Confidentiality & HIPAA. Safeguarding PHI under HIPAA and Agency’s Notice of Privacy Practices.
4. Infection Control & Universal Precautions. Bloodborne pathogen precautions, PPE, hand hygiene, exposure prevention.
5. Emergency Preparedness & Fire Safety. Agency emergency plan, disaster response, and staff responsibilities.
6. Abuse & Neglect Reporting. Mandated reporter duties, including child-abuse/maltreatment reporting under Social Services Law §413.
7. Documentation Standards. Proper charting, timeliness, and record content.

4.3Performance and Documentation

RNs will perform visits professionally and within Agency’s requested timeframes. Upon identification of any urgent finding or significant change in condition, the RN shall immediately notify the Agency’s RN supervisor and document the time, method, recipient(s) of each notification. RNs will complete all documentation before clock-out; the Platform will not permit clock-out until required forms are completed.

4.4Coordination; Limited Role in Ongoing Care

Task Health’s role is limited to the ordered assessment and related documentation. Agency retains sole responsibility for clinical oversight, plan-of-care approval, and ongoing care.

4.5Compliance and Registration

Task Health will perform services in accordance with applicable federal and New York laws/regulations governing home care services provided under contract/arrangement.

4.6Insurance

Task Health will maintain insurance as set forth in Section 9.

5Responsibilities of Agency

5.1Admissions; Authority

Patients are accepted for care only by Agency. Agency warrants that any case referred to Task Health is an admitted or authorized case and that Agency has obtained any consents/authorizations necessary.

5.2Intake; Case Materials

Agency will submit complete and accurate intake data via the Platform (Exhibit B), supply current physician orders/plan-of-care if applicable.

5.3Scheduling; Cancellations

• (a) Scheduling Parameters. For each requested visit, the Agency shall submit the date range and start/end time (“Scheduling Window”) and patient/caregiver availability.
• (b) Controlling Timeframes. The time slots provided by the Agency shall constitute the controlling schedule for the visit.
• (c) Patient Confirmation. Each visit scheduled by Task Health shall be confirmed directly with the patient.
• (d) Cancellations. The Agency shall provide at least twenty-four (24) hours’ advance notice of cancellation whenever possible.

5.4Plan-of-Care Oversight; Recordkeeping

Agency reviews and approves plan-of-care content and documentation delivered by Task Health, obtains physician signatures when required, incorporates all documents into the patient’s medical record, and ensures ongoing compliance.

5.5Supervision; Quality

Agency’s clinical leadership will monitor and evaluate services provided under this Agreement, maintain liaison with Task Health, and participate in case conferences as needed.

5.6Welcome Package

• (a) Exclusive Use of Task Health Templates. The patient Welcome Package will consist solely of Task Health’s standardized forms (Exhibit D).
• (b) Legally Mandated Provider-Specific Content. If any law requires inclusion of Agency-specific content, Agency will supply the minimum necessary provider details.
• (c) Regulatory Override. If a specific government-issued document must be delivered in its original format, Task Health will attach it within the Welcome Package.
• (d) Updates; Version Control. The Welcome Package is subject to the Forms and Format update process in §3.3.
• (e) Translations. Task Health will provide translated versions as reasonably requested.
• (f) Agency Responsibility for Supplied Content. Agency remains responsible for accuracy of provider-specific information.

5.7Payment; Method on File

Agency shall pay Task Health as set forth in Section 7 and keep an active credit card or ACH on file.

5.8Legal Compliance

Agency is responsible for its licensure/certification and for any Agency-specific notifications/approvals related to contracted services.

6Regulatory Compliance & Services Under Contract/Arrangement

The Parties intend this arrangement to comply with NYSDOH rules for LHCSAs/CHHAs engaging personnel by contract and, where applicable, CMS Conditions of Participation. Accordingly:

1. Acceptance of Patients. Patients are accepted only by Agency; Task Health does not admit or discharge patients.
2. Services & Supervision. Agency controls, coordinates, and evaluates services and retains clinical responsibility.
3. Personnel Standards. Contracted RNs will conform to Agency policies and personnel qualifications.
4. Plan of Care. RNs participate in developing/updating the plan of care; Agency/physician approve and direct care.
5. Notes & Reports. RN notes/forms are submitted via Platform and integrated into Agency records within standard timeframes.
6. Payment. Payment procedures are set forth in Section 7.

Aide-Supervision Responsibility. Agency retains sole responsibility for meeting any aide orientation and supervisory frequency requirements applicable to its program(s).

Credential Files. Task Health will maintain RN credential evidence and make it available to Agency through the Platform.

7Billing and Credit System

7.1Per-Visit Fees (All-Inclusive); Optional / Per-Use Items

The following all-inclusive core fees apply. “All-inclusive” means the fee covers RN professional time, ordinary travel, and standard documentation/forms required for the Visit Type (Exhibit C). Visit fees vary by visit type and may vary by Client.

Optional / Per-Use Items (activated by Agency discretion; itemized on each Credit transaction):

7.2Purchase of Credits

The Client shall prepay for Services by purchasing credits (“Credits”) through the Task Health portal. Credits are purchased in fixed denominations of: $1,000; $5,000; $10,000; $20,000; $50,000; $75,000; and $100,000.

Volume Discounts. Volume discounts shall apply to purchases of $10,000 or more, as follows:

Upon selecting a Credit purchase, an invoice shall be generated via the Stripe payment platform. Payment of such invoice is not required immediately; however, Credits shall not be applied to the Client’s account nor be available for use until the corresponding invoice has been paid in full.

7.3Use of Credits

Each time the Client broadcasts a new case through the Platform, the system shall verify that the Client’s Credit balance is sufficient to cover the applicable visit fee.

Upon successful verification of sufficient Credits, the applicable visit fee shall be immediately deducted from the Client’s Credit balance and allocated to the corresponding visit.

Automatic Refund for Non-Completed Visits. In the event that a visit is not completed for any reason -including but not limited to patient refusal, cancellation by the Client, cancellation by Task Health, or a missed visit -the full amount of Credits allocated to such visit shall be restored to the Client’s Credit balance.

A Client whose Credit balance is insufficient to cover the full cost of a visit shall be unable to broadcast new cases until additional Credits are purchased.

7.4New Client Trial Allowance

A Client that has broadcast fewer than ten (10) visits since account creation (“New Client”) shall be permitted to broadcast cases without a positive Credit balance, up to a maximum negative balance of two thousand dollars (−$2,000).

Upon exceeding ten (10) broadcasted visits, the Client shall be required to purchase sufficient Credits to cover future visits and to replenish any negative balance incurred under this provision.

7.5Extended Credit Allowance

Task Health may, at its sole discretion, grant certain Clients an Extended Credit Allowance, permitting the Client to operate with a negative Credit balance up to a predetermined limit (the “Negative Credit Limit”) as set by Task Health in its systems.

A Client with an Extended Credit Allowance may continue to broadcast cases so long as the resulting Credit balance does not fall below the designated Negative Credit Limit. Once such limit is reached, the Client shall be unable to broadcast new cases until sufficient Credits are purchased.

7.6Taxes

Healthcare services are generally not subject to New York sales tax. If any tax is later determined to apply, Agency shall be responsible.

7.7Rate Adjustments; Regulatory Change

After the first twelve (12) months, Task Health may propose rate adjustments on thirty (30) days’ prior written notice; no change is effective without mutual written agreement.

7.8Electronic Records & Signatures

The Parties consent to electronic invoicing, approvals, and signatures. Electronic records maintained by the Platform are admissible to the fullest extent permitted by law.

7.9No Setup or Subscription Fees

This Agreement entails no setup, implementation, configuration, onboarding, integration, training, platform, or subscription fees. Charges arise only as provided in §7.1 (Per-Visit Fees) and are payable exclusively through the Credit system described in §§7.2–7.5.

Custom Document Development (Optional): Upon Agency’s written request, Task Health will create a Custom Document for a one-time fee of $2,500 per document.

7.10Agency-Activated Additional Forms (Per-Use Fee)

An “Agency-Activated Additional Form” means a Task Health standardized form not listed as a required deliverable for a given Visit Type. For each Completed Visit in which such a form is delivered, the applicable fee ($10.00 per Additional Form) shall be deducted from the Client’s Credit balance. Agency may activate or deactivate these at any time through the Platform.

8Term; Termination

• Term. This Agreement begins on the Effective Date and continues until terminated.
• Termination for Convenience. Either Party may terminate at any time, without cause or penalty, by written notice. Agency remains responsible to pay for services rendered through the termination date.
• Termination for Cause. Either Party may terminate immediately for material uncured breach or for legal/regulatory non-compliance affecting safety or licensure.
• Effect. Task Health will deliver any pending documentation; Agency will pay final invoices. Provisions that by nature survive (e.g., confidentiality, indemnity, payment obligations) will survive.

9Insurance

9.1Task Health Coverage

• Commercial General Liability (occurrence form): US $1,000,000 each occurrence / US $3,000,000 general aggregate.
• Professional Liability (healthcare / E&O): US $1,000,000 per claim / US $3,000,000 aggregate.

9.2Independent-Contractor RNs / Workers' Compensation

Task Health engages RNs as independent contractors (1099); Workers’ Compensation does not apply to such RNs. Each RN maintains individual professional liability insurance (at least US $1,000,000 / US $3,000,000) and personal health-insurance coverage.

9.3Agency Coverage

Agency shall maintain: Professional Liability of at least US $1,000,000 per claim / US $3,000,000 aggregate; Commercial General Liability of at least US $1,000,000 per occurrence; and Automobile Liability as applicable.

9.4Certificates / Tail

Upon request, each Party will provide a certificate of insurance. For any claims-made policy, the insured Party will maintain continuous coverage or a 3-year extended-reporting period (“tail”).

10Independent Contractor Status

Task Health and its RNs are independent contractors; no employment, partnership, joint venture, or agency relationship is created with Agency. Task Health’s RNs are 1099 contractors of Task Health. Neither Party may bind the other. Each Party is responsible for its own taxes, benefits, and lawful employment practices.

11Indemnification

• By Task Health. Task Health will defend and indemnify Agency against claims arising from Task Health’s or its RN’s negligence or willful misconduct, breach of this Agreement or the BAA, or employment/worker claims by Task Health’s personnel -except to the extent caused by Agency.
• By Agency. Agency will defend and indemnify Task Health against claims arising from Agency’s negligence or willful misconduct, breach of this Agreement or law, or allegations that harm resulted from Agency’s plan-of-care directions -except to the extent caused by Task Health.
• Procedure/Shared Fault. Prompt notice; right to control defense; cooperation; no prejudicial settlement without consent; proportionate responsibility where both at fault.

12Confidentiality; HIPAA; Security

• Business Confidentiality. Each Party will protect the other’s non-public information and use it only to perform this Agreement.
• HIPAA/PHI. The Parties will comply with Exhibit A – Business Associate Agreement (BAA), which governs use/disclosure, safeguards, breach notice, subcontractors, access/amendment/accounting, and return/destruction of PHI.
• Security. Task Health maintains administrative, physical, and technical safeguards appropriate to ePHI handled via the Platform, including role-based access and enforced completion at clock-out.

13Non-Interference; Compliance with N.Y. Public Health Law Article 29-K

• (a) No Restriction / No Fees. Pursuant to N.Y. Pub. Health Law Art. 29-K, Task Health shall not restrict in any manner the employment opportunities of any RN and shall not require liquidated damages or employment fees if Agency hires any RN.
• (b) Non-Interference with Active Assignments. During any Active Assignment Period, Agency shall not induce the RN to cancel, delay, or abandon the assignment. Discussions about future employment are permitted.
• (c) No Circumvention via Confidential Information. Agency shall not use Task Health’s Confidential Information to solicit or engage an RN for the purpose of bypassing the Platform on open or accepted assignments.
• (d) Notice for Scheduling Reconciliation. If Agency engages an RN directly, Agency will provide Task Health notice within five (5) business days solely to reconcile scheduling records. No fee or penalty shall apply.
• (e) Remedies. A breach of subsections (b) or (c) constitutes irreparable harm. Task Health may seek injunctive relief and recover actual damages.

14Intellectual Property; Records; Audit Cooperation

14(a)Intellectual Property; License to Deliverables

Ownership. Task Health exclusively owns all right, title, and interest in and to the Platform, its software, source code, databases, user interfaces, workflows, and any blank/standardized forms or templates (collectively, the “Task Health IP”).

Limited License to Deliverables. Task Health grants Agency a limited, non-exclusive, non-transferable, royalty-free license to use the completed documents generated for Agency’s patients solely for inclusion in the patient medical record and Agency’s treatment, payment, health care operations, and regulatory reporting.

14(b)Records; Audit & Cooperation

Retention:

• Patient-related Deliverables: not less than six (6) years from the date of service; for minors, not less than six (6) years after discharge or three (3) years after the patient reaches age eighteen (18), whichever is longer.
• RN credential/onboarding records: not less than six (6) years from the later of the last date of service or the record's creation date.
• HIPAA-required documentation: not less than six (6) years from the date of creation or the date it last was in effect, whichever is later.

14(c)NYSDOH Registration

To the extent Task Health’s activities fall within N.Y. Public Health Law, Article 29-K, Task Health shall maintain current NYSDOH registration and promptly notify Agency of any lapse, suspension, or governmental action.

15General Provisions

15.1Governing Law; Venue; Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of New York. Each Party submits to the exclusive jurisdiction of the state and federal courts located in Kings County, New York.

15.2Dispute Resolution; Escalation

Before commencing litigation, the Parties shall attempt in good faith to resolve any dispute. Each Party will designate a senior executive to confer within ten (10) Business Days after written request.

15.3Notices

All notices required or permitted must be in writing and delivered by personal delivery, overnight courier, certified mail, or email with a same-day physical copy.

15.4Assignment

Neither Party may assign without consent, except to an Affiliate or successor in connection with a merger, reorganization, or sale of all or substantially all assets.

15.5Force Majeure

Except for payment obligations for services already rendered, neither Party is liable for delay or failure due to causes beyond its reasonable control. If a Force Majeure event continues for thirty (30) consecutive days, either Party may terminate on ten (10) days’ written notice.

15.6Entire Agreement; Order of Precedence

This Agreement, together with all Exhibits and Attachments (including the BAA), constitutes the entire agreement. In the event of a conflict: (i) the BAA controls with respect to PHI and HIPAA compliance; (ii) then the main body; (iii) then the Exhibits.

15.7Severability

If any provision is held invalid, the remaining provisions remain in full force and effect.

15.8Waiver

No failure or delay in exercising any right operates as a waiver thereof. Waivers must be in writing.

15.9Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures are legally effective.

15.10Headings; Construction

“Including” means “including without limitation.” “Business Day” means any day other than a Saturday, Sunday, or New York State banking holiday.

15.11Limitation of Liability

16Non-Solicitation of Agency Patients & Referral Sources

16.1Limited Engagement; No Holding Out

Task Health acts solely as a contractor under arrangement. Task Health personnel shall not hold out to patients, caregivers, or referral sources that Task Health is the provider of record. All patient-facing communications shall state that the communication is on behalf of Agency and identify Agency as the provider of record.

16.2Definitions

• “Agency Patient” means any individual who is or was admitted, authorized, or scheduled for services with Agency.
• “Protected Period” means the term of this Agreement and the 36 months thereafter.
• “Referral Source” means any physician, facility, plan, MCO, community program, or person who sends patients to Agency.
• “Solicit” means to directly or indirectly market, pitch, induce, or recruit an Agency Patient or Referral Source to select another provider.

16.3Non-Solicitation Covenant

During the Protected Period, Task Health shall not Solicit any Agency Patient or Referral Source, and shall not use Agency Confidential Information or PHI to divert such relationships away from Agency.

16.4Safe Harbors; Patient Choice & HIPAA

This section does not prohibit: patient-initiated unsolicited contact; emergency care at Agency’s request; or services to a patient Task Health lawfully served prior to this Agreement.

16.5–16.9Responsibility, Process, Remedies & Survival

Task Health is responsible for compliance by its employees, independent contractors, agents, and subcontractors. For each confirmed violation involving a single Agency Patient or Referral Source, Agency may elect liquidated damages of $25,000 per confirmed occurrence or actual damages, whichever is greater. This section survives termination for the Protected Period.

Business Associate Agreement (BAA)

This Business Associate Agreement governs Business Associate’s creation, receipt, maintenance, transmission, use, and disclosure of Protected Health Information (“PHI”) on behalf of Covered Entity under the underlying service agreement.

BAA 1Purpose; Definitions

Capitalized terms not defined here have the meanings in 45 C.F.R. Parts 160 and 164 (the “HIPAA Rules”).

BAA 2Permitted Uses and Disclosures

• Business Associate may use and disclose PHI solely to perform the services described in the Underlying Agreement and as Required by Law.
• Business Associate may use PHI for its own proper management and administration and to carry out its legal responsibilities.
• Business Associate shall limit uses, disclosures, and requests for PHI to the Minimum Necessary to accomplish the intended purpose.

BAA 3Safeguards; Security Rule; Training

• Business Associate shall implement, maintain, and document administrative, physical, and technical safeguards required by 45 C.F.R. §§164.308, 164.310, 164.312.
• Business Associate will encrypt ePHI in transit and at rest using industry-standard encryption.
• Business Associate will not store or process PHI outside the United States without Covered Entity's prior written consent.

BAA 4Reporting; Security Incidents; Breaches

Business Associate shall notify Covered Entity without unreasonable delay, and in no event later than ten (10) business days after Discovery, of any Breach of Unsecured PHI.

BAA 5Individual Rights and HHS Access

• Access (DRS): Business Associate shall make PHI available to Covered Entity or to the individual at Covered Entity's direction.
• Amendment: Business Associate will amend PHI as directed pursuant to 45 C.F.R. §164.526.
• Accounting of Disclosures: Business Associate shall document and provide accounting within fifteen (15) days of request.
• HHS Access: Business Associate shall make internal practices, books, and records available to the Secretary of HHS.

BAA 6–10Constraints, Return/Destruction, Term & Miscellaneous

• Business Associate will not use or disclose PHI in a manner that would violate the HIPAA Rules.
• Upon termination, Business Associate shall return or destroy all PHI, or extend protections if infeasible.
• Either party may terminate for material breach if not cured within thirty (30) days.
• The parties will amend this BAA as necessary to comply with applicable law.
• New York law governs this BAA.

Exhibits

Exhibit BPortal Intake Fields

Exhibit CDeliverables by Visit Type

Exhibit ECompletion & Correction Rules

1. A Completed Visit requires RN attendance and all required forms uploaded via Platform at clock-out.
2. Corrections requested by Agency through the Platform do not change completion/billable status; RN will complete corrections within five (5) business days.
3. HHA Supervisory - Aide Absent: The visit remains billable if the RN attended and documented supervisory review; however, for regulatory credit, it does not count toward required aide-supervision intervals unless the aide is present and observed by the RN.

What’s Changed