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Business Associate Agreement

BAA v1.0 – 2026-10-03

This Business Associate Agreement (the “Agreement”) is entered into as of the date of electronic signature (the “Effective Date”) by and between [Practice name] (“Covered Entity”) and Massive Bionics LLC d/b/a DrinCloud, with offices in Boca Raton, Florida (“Business Associate”). Covered Entity and Business Associate are each a “Party” and together the “Parties”.

Business Associate provides Covered Entity with the DrinCloud cloud-based practice management and electronic health record software and related services (the “Services”) under the DrinCloud Terms of Service (the “Terms”). In providing the Services, Business Associate may create, receive, maintain or transmit Protected Health Information on behalf of Covered Entity. The Parties enter into this Agreement to comply with the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations.

1. Definitions

(a) 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.

(b) Specific definitions.

(i) 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 Massive Bionics LLC d/b/a DrinCloud.

(ii) 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 mean [Practice name].

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

(iv) PHI. “PHI” means Protected Health Information, limited to the information created, received, maintained or transmitted by Business Associate on behalf of Covered Entity.

2. Obligations and Activities of Business Associate

Business Associate agrees to:

(a) Not use or disclose PHI other than as permitted or required by this Agreement or as Required By Law;

(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this Agreement;

(c) Report to Covered Entity any use or disclosure of PHI not provided for by this 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, without unreasonable delay and in no case later than thirty (30) calendar days after discovery. Notifications of Breaches of Unsecured Protected Health Information shall include, to the extent possible, the information required by 45 CFR 164.410(c). The Parties agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents (such as pings, port scans, denial-of-service attempts and unsuccessful log-on attempts) that do not result in unauthorized access, use or disclosure of PHI, for which no additional notice to Covered Entity shall be required;

(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information;

(e) Make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524. Covered Entity may access, print and export such PHI directly through the Services; Business Associate shall forward to Covered Entity, within ten (10) business days of receipt, any request for access that it receives directly from an Individual;

(f) Make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by 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. Covered Entity may make such amendments directly through the Services; Business Associate shall forward to Covered Entity, within ten (10) business days of receipt, any request for amendment that it receives directly from an Individual;

(g) Maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528;

(h) To the extent 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 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.

3. Permitted Uses and Disclosures by Business Associate

(a) Business Associate may only use or disclose PHI as necessary to perform the Services for Covered Entity under the Terms, including hosting, storing, backing up, processing, transmitting and displaying PHI, and providing technical support requested by Covered Entity.

(b) Business Associate may use or disclose PHI as Required By Law.

(c) Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity’s Minimum Necessary policies and procedures.

(d) Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in paragraphs (e), (f) and (g) below.

(e) Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.

(f) Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of 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.

(g) Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity.

4. 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 PHI.

(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 PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI 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 PHI.

5. Permissible Requests by Covered Entity

Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Covered Entity. Covered Entity is responsible for the PHI it enters into the Services, for obtaining any authorizations or consents required for such PHI, and for the configuration of user accounts and access permissions of its own workforce within the Services.

6. Term and Termination

(a) Term. This Agreement shall be effective as of the Effective Date and shall terminate when Covered Entity’s DrinCloud subscription under the Terms ends and all PHI has been returned or destroyed as provided in paragraph (c), or on the date Covered Entity terminates this Agreement for cause as authorized in paragraph (b), whichever is sooner.

(b) Termination for Cause. Business Associate authorizes termination of this Agreement by Covered Entity if Covered Entity determines that Business Associate has violated a material term of this Agreement and Business Associate has not cured the breach or ended the violation within thirty (30) days after written notice from Covered Entity.

(c) Obligations of Business Associate upon Termination. Upon termination of this Agreement for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: (i) retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) make the remaining PHI available to Covered Entity for export in a commonly used electronic format for a reasonable period, and thereafter destroy the remaining PHI that Business Associate still maintains in any form, including copies held in backups once those backups expire in the ordinary course; (iii) continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI; (iv) not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out in paragraphs 3(e) and 3(f) which applied prior to termination; and (v) destroy the PHI retained by Business Associate when it is no longer needed for its proper management and administration or to carry out its legal responsibilities. If return or destruction of any PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures to those purposes that make the return or destruction infeasible.

(d) Survival. The obligations of Business Associate under this Section shall survive the termination of this Agreement.

7. 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.

(d) Relationship to the Terms. This Agreement supplements the Terms. In the event of a conflict between this Agreement and the Terms with respect to PHI, this Agreement shall control.

(e) No Third-Party Beneficiaries. Nothing in this Agreement shall confer upon any person other than the Parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.

(f) Notices. Notices to Business Associate under this Agreement shall be sent to info@drincloud.com. Notices to Covered Entity shall be sent to the email address of the signer below, or to any other address Covered Entity provides in writing.

(g) Governing Law. This Agreement shall be governed by the laws of the State of Florida, to the extent not preempted by federal law.

(h) Electronic Signature. The Parties agree that this Agreement may be executed electronically and that an electronic signature, including a typed name together with an affirmative act of acceptance, has the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001 et seq.) and applicable state law. Business Associate executes this Agreement electronically upon creation of Covered Entity’s DrinCloud account.

Signatures