Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the Privacy Rule.

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1 Exhibit F - Business Associate Agreement HIPAA BAA HIPAA BAA, v1.3 Revised 8/15/2014 THIS AGREEMENT is made on between Centre Technologies, Inc., a Texas Corporation ( Company ) with its principal place of business located 480 N. Sam Houston Parkway, East, Suite 100, Houston, TX and, the (Customer ). Centre Technologies is in the business of providing technology outsourcing and consulting services, which include designing and delivering customized IT services and solutions. The ( Customer ), providing is in the business of Section 1.0 Length of Business Associate Agreement This Business Associate Agreement ( BAA or Agreement ) is for months from the date it is signed. This Agreement is required pursuant to 45 CFR (e) et seq. between covered entities, business associates and subcontractors (as defined below) to provide reasonable assurances that the protected health information is appropriately safeguarded. Section 2.0 General Purpose 2.1 HIPAA: This agreement is intended to fulfill the requirement contained in the final regulations issued by the Department of Health and Human Services ( HHS ) in relation to the Health Insurance Portability and Accountability Act ( HIPAA ) (Pub. L ). As such, each entity/person covered by the act needs to obtain a written contract with other entities/persons that utilize Protected Health Information ( PHI ) obtained from the provider (called Business Associates in the HHS privacy regulations). The current rule requires covered providers to obtain contracts from their Business Associates. This became effective April 14, HITECH Act: The Health Information Technology for Economic and Clinical Health Act ( HITECH Act ) (Pub. L ) was signed into law on February 17, 2009 and became effective on February 17, It expands the HIPAA Privacy and Security Rules and, also, added the Breach Notification Rule. Under the HITECH Act, Business Associates of HIPAA covered entities are required to: (1) comply directly with the Security Rule provisions delineating implementation of administrative, physical and technical safeguards for electronic protected health information; (2) comply with the Breach Notification Rule; and (3) recognize that the Breach Notification Rule applies expressly to Covered Entities, Business Associates and their subcontractors. The Final Omnibus Rule (78 Fed. Reg (Jan. 25, 2013)) set forth that business associate agreements must be updated by September 23, 2013 to meet the new regulatory standards; unless, one was already in place and grandfathered in. In the latter instance, compliance is required by September 23, Texas HB 300 became effective on September 1, This is the Texas Law that relates to Federal HIPAA. Section 3.0 Definitions Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the Privacy Rule. a. Business Associate. "Business Associate" shall mean a person or entity, other than a member of a workforce of a covered entity, who performs functions or activities on behalf of, or provides certain services to, a covered entity that involve access by the business associate to protected health information. Business Associate shall generally have the same meaning as the term business associate at 45 CFR and in reference to the party to this agreement shall mean (Party Name). b. Subcontractor. A business associate is also a subcontractor that creates, receives, maintains, or transmits protected health information on behalf of another business associate. c. Covered Entity. "Covered Entity" shall mean shall generally have the same meaning as the term business associate at 45 CFR , and in reference to the party to this agreement shall mean (Party Name). NOTE: A CUSTOMER MAY BE A COVERED ENTITY OR A BUSINESS ASSOCIATE. d. Texas Specific. Under Texas law (HB 300), which became effective September 1, 2012, business associates and Page 1 of 6

2 subcontractors fall under the broad term of a covered entity. The federal breakdown of covered entity, business associate and subcontractor is essentially combined in one term covered entity in the Texas language. e. HIPAA Rules. HIPAA Rules shall mean the Privacy, Security, and Breach Notification and Enforcement Rules at 45 CFR Part 160 and 164. f. Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR and shall include a person who qualifies as a personal representative in accordance with 45 CFR (g). g. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E. h. Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR , limited to the information created or received by Business Associate from or on behalf of Covered Entity. i. Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR j. Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. Section 4.0 Obligations and Activities of Customer a. Customer agrees to not use or disclose Protected Health Information other than as permitted or required by the Agreement or as required by law; b. Customer agrees to 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 the Protected Health Information other than as provided for by this Agreement; c. Report to the Company 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 , and any security incident of which it becomes aware; d. The breach notification obligations of the Customer include the following: notifying the Company of a breach or potential breach as soon as it is discovered; and complying with all state and federal breach notification reporting requirements. The Customer will handle breach notifications to individuals, the HHS Office for Civil Rights (OCR), and potentially the media, on behalf of the covered entity when they are responsible for the breach. As identified in 78 Fed. Reg (Jan. 25, 2013) o 45 CFR Breach means the impermissible use or disclosure of (unsecured) PHI is presumed to be a breach, unless entity demonstrates and documents low probability PHI was compromised, the harm standard is removed and risk assessment is modified to consider at least four factors (the nature and extent of the PHI involved, the unauthorized person who used the PHI or to whom the disclosure was made, whether the PHI was actually acquired or viewed and the extent to which the risk to the PHI has been mitigated. o Unsecured PHI means protected health information that is not rendered unusable, unreadable or indecipherable to unauthorized persons through the use of a technology or methodology specified by the Secretary in the guidance under section 13402(h)(2) of Pub. L e. In accordance with 45 CFR (e)(1)(ii) and (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; f. Make available protected health information in a designated record sent to the covered entity as necessary to satisfy covered entity s obligations under 45 CFR , which governs the access of individuals to protected health information; g. The Company will not be responsible for providing protected health information or access thereto. The Company will notify the Customer that a request has been made. The Customer is responsible for providing that information. In the event that a Customer cannot access the information, the Company will provide a copy from a back-up source to the Customer; h. Maintain and make available the information required to provide an accounting of disclosures to the Company for the covered entity as necessary to satisfy covered entity s obligations under 45 CFR ; i. Make its internal practices, books, and record available to the Secretary for purposes of determining compliance with the HIPAA Rules; and j. Customer agrees to mitigate, to the extent practicable, any harmful effect that is known to Customer of a use or disclosure of Protected Health Information by Customer in violation of the requirements of this Agreement; k. Customer agrees to report to the Company any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware; l. Customer agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information; m. Company agrees to provide access, at the request of a Covered Entity, and in the time and manner of two weeks, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Page 2 of 6

3 Individual in order to meet the requirements under 45 CFR ; n. Customer agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Customer directs or agrees to pursuant to 45 CFR at the request of Covered Entity or an Individual, and in a reasonable or required time and manner; o. Customer agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available [to the Covered Entity, or] to the Secretary, in a time and manner of two weeks or designated by the Secretary, for purposes of the Secretary determining Company or Customer s compliance with the Privacy Rule; p. Customer agrees to 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 45 CFR ; and q. The Customer agrees to provide to the Company with a copy of Customer data when requested, if the Covered Entity requests a copy because they cannot retrieve it. r. In the event of a government audit or legal request for discovery, Customer will comply with all legal processes and requests. Section 5.0 Permitted Uses and Disclosures by Business Associate a. Specific purposes: Except as otherwise limited in this Agreement, Customer may use or disclose Protected Health Information on behalf of, or to provide services to, covered entity, subcontractor, or other business associate for the following purposes, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by a covered entity or the minimum necessary policies and procedures of the covered entity or business associate to fulfill the duties within the scope of employment. b. Refer to underlying services agreement: Except as otherwise limited in this Agreement, Customer may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Customers as necessary to perform the services set forth in the Master Service Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. c. De-identification of PHI: The Customer is authorized to alter or de-identify the protected health information in accordance with 45 CFR (a)-(c). Specifically, the Health Information that does not identify an individual with respect to which there is no reasonable basis to believe that the information can be used to identify an individual is not individually identifiable health information. d. Customer may use or disclose PHI as required by law. e. Customer agrees to make uses and disclosures and requests for protected health information: (1) consistent with Company s minimum policies and procedures; and/or (2) subject to state and federal legal requirements. f. Customer may not use or disclose PHI in a manner that would violate the Privacy Rule, Subpart E of 45 CFR Part 164 if done by covered entity. g. Customer may disclose protected health information for the proper management and administration of the business associate or to carry out the legal responsibilities. h. Customer may disclose protected health information for the proper management and administration of the Customer or to carry out the legal responsibilities of the Customer, 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. Section 6.0 Specific Use and Disclosure Provisions a. Except as otherwise limited in this Agreement, Customer may use Protected Health Information for the proper management and administration of the Customer or to carry out the legal responsibilities of the Customer. b. Except as otherwise limited in this Agreement, Customer may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential 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 notifies the entity of any instances of which it is aware in which the confidentiality of the information has been breached. c. Except as otherwise limited in this Agreement, Customer may use Protected Health Information to provide Data Aggregation services to the Company as permitted by 45 CFR (e)(2)(i)(B). d. Both Customer and Company may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR (j)(1). Page 3 of 6

4 Section 7.0 Provisions for Company to Inform Business Associate of Privacy Practices and Restrictions a. Customer shall notify Company of any limitation(s) in the notice of privacy practices of identified Customers under 45 CFR , which provides the individual has a right to notice of the use and disclosure of their PHI by the covered entity and the covered entity s legal duties to uphold those rights, to the extent that such limitation may affect business associate s use or disclosure of PHI. Centre has a duty to notify the Subcontractor of changes initiated by the requisite Customers. b. Customer shall notify Company of any changes in, or revocation of, the permission by an individual to use or disclose his or her protected health information relayed by a Customer, to the extent that such changes may affect Subcontractor s use or disclosure of protected health information. c. Customer shall notify Company of any restriction on the use or disclosure of PHI that Customer has agreed to or is required to abide by under 45 CFR , which addresses an individual s right to request certain restrictions on the uses and disclosures of their PHI, to the extent such restriction may affect business associate s use or disclosure of PHI. Centre has a duty to inform the Subcontractor of these limitations. Section 8.0 Obligations of Company a. Customer shall notify Company of any limitation(s) relayed by the Customer of its notice of privacy practices in accordance with 45 CFR , to the extent that such limitation may affect Subcontractor's use or disclosure of Protected Health Information. b. Company shall continually monitor all processes to maintain compliance. Section 9.0 Obligations of Customer a. Customer ensures that any subcontractors that it may engage on its behalf that will have access to PHI agree to the same restrictions and conditions that apply to Customer and Company with respect to such information. b. Customer shall continually monitor all processes to maintain compliance. Section 10.0 Permissible Requests by Company Customer shall not request Company to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164, the Privacy Rule, if done by a Covered Entity. Neither Customer nor Company shall not sell any Customer data or utilize data in violation of state or federal law. Section 11.0 Term and Termination a. Term. The Term of this Agreement shall be effective as of, and shall terminate when all of the Protected Health Information provided by the Customer to the Company, or created, received, received, maintained or transmitted by the Company on behalf of the Customer, is destroyed or returned to the Customer, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section. b. Termination for Cause. Upon Company's knowledge of a material breach by a Customer, Company shall either: 1. Provide an opportunity for Customer to cure the breach or end the violation and terminate this Agreement if Customer does not cure the breach or end the violation within the time specified by the Company or law; 2. Immediately terminate this Agreement if Customer has breached a material term of this Agreement and cure is not possible; 3. If neither termination nor cure is feasible, Company shall report the violation to the Secretary and take all other legal means available. c. Effect of Termination. 1. Except as provided in paragraph (2) of this section, upon termination of this Agreement, for any reason, Company shall return or destroy all Protected Health Information received from Customer, or created or received by an agent on behalf of the Company. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Company. Company shall retain no copies of the Protected Health Information, unless required under law. 2. In the event that the Company determines that returning or destroying the Protected Health Information is infeasible, Company shall provide to Customer notification of the conditions that make return or destruction infeasible. Upon the mutual consent that return or destruction of Protected Health Information is infeasible, Company shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Company maintains such Protected Health Information. Page 4 of 6

5 Section 12.0 Obligations of the Company Upon Termination Option 1 Return or destroy all PHI upon termination of the agreement. Upon termination of this Agreement for any reason, Company shall return to Customer [or, if agreed to by the Company, destroy] all PHI received from a Customer, or created, maintained, received, or transmitted by Company on behalf of Customer, that the Company still maintains in any form. Company shall retain no copies of the protected health information, unless required by law. Likewise, a subcontractor shall return to the Subcontractor all PHI received or created maintained or received by the Subcontractor on behalf of the Company that the subcontractor maintains in any form. Subcontractor shall retain no copies of the PHI. Page 5 of 6 OR Option 2 - The Agreement authorizes the Company and, in turn, the subcontractor, to disclose PHI for its own management and administration or to carry out its legal responsibilities and the Company and/or the Customer needs to retain PHI for such purposes after termination of the Agreement then: Upon termination of this Agreement for any reason, Company, with respect to protected health information that the Company on behalf of the Customer, shall: a. Retain only that PHI which is necessary for Company or Customer to continue its proper management and administration or to carry out its legal responsibilities; b. Return to the Company [or, if agreed to by the Company, destroy] the remaining protected health information that the Subcontractor still maintains in any form; and c. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164, which relates to security standards, with respect to electronic protected health information (ephi) to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as business associate retains the protected health information. The Company will transmit the PHI to another Subcontractor/Business Associate only at the direction of the Customer. Section 13.0 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 the Company and Customer to comply with the requirements of HIPAA, the HITECH Act, Texas HB 300 and the related regulations. c. Survival. The respective rights and obligations of Subcontractor under this Agreement, as well as the Master Service Agreement and Mutual Non-disclosure of this Agreement shall survive the termination of this Agreement. d. Interpretation. Any ambiguity in this Agreement shall be resolved to permit compliance with the HIPAA Rules. e. Choice of Law. Choice of law is governed by the terms of the Master Service Agreement. f. Disclaimer of Agency Relationship. This Business Associate Agreement does not create a an agency relationship. g. Incorporation of Other Documents. This Business Associate Agreement incorporates the material terms of the Master Sales Agreement and Service Level Agreement between the Company and the Customer, as well as the Mutual Non- Disclosure. h. Electronic, Fax and Similar Signatures. Only handwritten signatures are acceptable to bind the entities to this contract. Any form of electronic signature does not constitute a signature. i. Liability Insurance. Customer is required to maintain liability insurance for damages and costs in the event of a breach so that, if it does have to cover these elements of damages itself, it can under the indemnification clause, have the funds to do so. Alternatively, Subcontractor must provide requested documentation that the costs associated with a breach can be satisfied. Section 14.0 Indemnification The ( Customer ), shall defend, indemnify, and hold Centre Technologies, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorney s fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorney s fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Centre Technologies, its officers, employees, or agents. Centre Technologies, in accordance with 45 C.F.R (a)(1), hired an outside entity to conduct a comprehensive risk assessment and risk analysis that meets the U.S. Department of Health and Human Services guidelines and will conduct a similar risk assessment annually. Section 15.0 Total Agreement This Agreement comprises the full and complete Agreement and incorporates Mutual Nondisclosure Agreement of the Parties, the Master Service Agreement, other Agreements referenced herein hereto with respect to the disclosure of the Confidential

6 Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating thereto, whether written or oral, expressed or implied, in relation to the specifications contained herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below. Understood and Agreed by the duly authorized representatives of the parties: Centre Technologies, Inc. Signature: Name: Title: Date: Customer: Signature: Name: Title: Date: Page 6 of 6

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