To our Covered Entity Associates:

At CoMedical, we recognize that you desire a business associate contract that complies with the provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the HIPAA privacy regulation (45 CFR Parts 160 and 164) if we receive protected health information from you in the course of providing medical devices and related services to you and your patients. This contract supplements and serves as an addendum to any existing agreements between us. Terms used in this contract have the meanings given them in the HIPAA privacy regulation.

To assist you in complying with HIPAA, and in consideration of our ongoing relationship, we agree to treat your protected health information as follows:

(i) We may use protected health information for the purpose of providing medical devices and related services to you and your patients. Nothing in this contract permits any use or disclosure that you are not permitted to make under HIPAA, except that we may use and disclose protected health information for the proper management and administration of our business and to carry out our legal responsibilities, as long as, in the case of any disclosure for these purposes, either:

(A) The disclosure is required by law; or

(B) We obtain reasonable assurances from the person to whom we disclose the information that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to such person, and that the person will notify us of any instances of which it is aware in which the confidentiality of the information has been breached.

(ii) We will:

(A) Not use or further disclose your protected health information except as permitted or required by this contract or as required by law.

(B) Use appropriate safeguards to prevent use or disclosure of your protected health information other than as permitted by this contract.

(C) Report to you any use or disclosure of your protected health information not provided for by this contract of which we become aware.

(D) Ensure that our agents, including any subcontractors, to whom we provide your protected health information agree to the restrictions and conditions that apply to us with respect to such information.

(E) Make available your protected health information to you so you can meet your obligations to provide individual access to such protected health information, if you instruct us to do so.

(F) Make available your protected health information so you can meet your obligations to amend incomplete or inaccurate protected health information and incorporate any amendments as you may instruct.

(G) Report to you all disclosures of protected health information by us that are subject to the HIPAA accounting of disclosure requirements, as necessary to enable you to comply with your obligation to account for uses and disclosures of protected health information. We will make this report to you at the time of the disclosure or within a reasonable period of time after the disclosure.

(H) Make our internal practices, books, and records relating to the use and disclosure of protected health information available to the Secretary of the United States Department of Health and Human Service, for purposes of determining your compliance with your legal obligations.

(I) Upon termination of our relationship, return or destroy all protected health information that we maintain in any form and retain no copies of such information or, if return or destruction is not feasible, extend the protections of this contract to such information and limit further use and disclosure of the information to those purposes that make the return or destruction of the information infeasible.

(iii) You may immediately terminate your relationship with us if you determine that we have violated a material term of this contract.

(iv) Nothing express or implied in this contract is intended to, or does, confer, upon any other person or entity any rights, remedies, obligations, or liabilities whatsoever.

This contract is effective the date this contract is executed.

CoMedical, Inc.

By: _________________________________

Title: _________________________________

Date: _________________________________