There is a one time $75 Account Activation fee when you build your form. If you wish to have Practis build your form for you, the setup fee, that includes account activation, is $250 for your initial form and $150 for each additional form up to 100 fields. Pricing for form design is dependent on the number of fields and complexity of your form. 

Additional fees for account activation, form scoring and file upload apply. Enterprise Level for unlimited forms is available upon request.

Tier 1 - $25/month Online Support 1 form 500 submissions per form 25 fields Unlimited Users Unlimited Reports Electonic Signature reCAPTCHA Accept Payments

Tier 2 - $50/month Online Support Up to 3 forms 1000 submissions per form 150 fields per form Unlimited Users Unlimited Reports Electonic Signature reCAPTCHA Accept Payments Form Scoring* Pagination

Tier 3 - $75/month Phone Support Up to 6 forms 1500 submissions per form 250 fields per form Unlimited Users Unlimited Reports Electonic Signature reCAPTCHA Accept Payments Form Scoring* Pagination Accept File Uploads*

If you would like us to build your form(s), please upload each form below. Please note, additional charges apply. Forms should be in final format. If you prefer, you may also email your form(s) to us.

Please note, filenames containing special characters (e.g. apostrophe, question mark, quotes) cannot be uploaded. If a filename contains special characters, please rename it prior to uploading the form.

PRACTIS FORMS TERMS OF USE

These Terms of Service (the “Terms”) are entered into by the Client Administrator (“you” and “your”) and Practis, LLC, a US, Delaware company with offices at 8720 Red Oak Blvd, Suite 220, Charlotte, NC 28217 ("Practis") 

WHEREAS, these Terms contain the Terms under which Practis provides their Practis Forms Service (“Service”) to you and describes how the Services may be accessed and used by you.

You indicate your agreement to these Terms by clicking on a button indicating your acceptance of these Terms. If you will be using the Service on behalf of a Covered Entity, you agree to these Terms on behalf of that Covered Entity. You also authorize that as an employee or shareholder of that Covered Entity you have the authority to do so.

1. User Data

1.1. User Data. Services are used to collect, protect, and handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations).

1.2 Storage. Data collected by the Service will be stored for a period of 30 days from the date of submission. It is your responsibility to access your account and download stored Data within that 30-day time frame. Practis will not be liable for any failure by you to access your Data outside of that 30 day period.

2. Confidentiality

2.1. Confidentiality. Practis will treat your Data as confidential information in accordance with the Terms set forth under the Business Associate Agreement (Addendum A).

3. Account Management

3.1. Password Security. If you have been issued an account by Practis in connection with your use of the Service, you are responsible for safeguarding your password and any other credentials used to access that account. If you become aware of any unauthorized access to your account, you should notify Practis immediately. Accounts may not be shared and may only be used by one individual per account.

3.2. Contact Information. Practis may send notices to the authorized Client Administrator email address registered with your account. You must keep your email address and, where applicable, your contact and payment details associated with your account current and accurate. All notices sent by Practis to the designated email address will be deemed received by you upon transmission.

3.3 Activity Log Retention. Activity Log Data is collected by the Service will be stored for a period of 90 days from the date of submission. It is the responsibility of the Client Administrator to access, download and store Activity Log Data. Practis recommends that the Client Administrator downloads Activity Log Data file every 30 days. Practis will not be liable for any failure by Client Administrator to access Activity Log Data outside of that 90 day period.

3.4 Your Responsibilities. As a Client Administrator, you will be responsible for adding users, deleting users, granting access to specific forms within the Service as well as adhering to the proper handling of protected health information under HIPAA. Each staff member who requires access to the Service must have an individual user account. You and your staff are responsible for completing all necessary HIPAA and security compliance training and acknowledgment requirements of your organization.

4. Acceptable Use

4.1. Compliance. You must use the Service in compliance with, and only as permitted by, applicable law.

4.2. Your Responsibilities. You are responsible for your conduct, Data, and communications with others while using the Service. You must comply with the following requirements when using the Service:

(a) You may not misuse the Service by attempting to access them using a method other than through the interfaces and instructions that we provide.

(b) You may not circumvent or attempt to circumvent any limitations that Practis imposes on your account.

(c) Unless authorized by Practis in writing, you may not probe, scan, or test the vulnerability of any Practis system or network.

(d) Unless authorized by Practis in writing, you may not resell the Service.

(e) You must enter into a Business Associate Agreement with Practis or where you are prohibited by law from entering into a Business Associate Agreement or otherwise be bound by any specific terms therein, you hereby warrant that you as a third party provider utilizing the Service on behalf of a Covered Entity (as that term is generally defined in the health care industry) are bound by all necessary terms involving confidentiality and protection of Data as are covered within the Business Associate Agreement.

(f) You cannot copy or use the Service on any other website than the one referenced in the Terms. Each Practis Forms subscription is for one URL (website). Should you need to use the form(s) on additional website(s), a separate subscription per URL is needed.

5. Fees and Payments

5.1. Fees. You agree to pay to Practis LLC any fees associated for the Service, in accordance with the pricing and payment terms presented to you for the Service. Fees which include form account activation, form design and the Service paid by you are non-refundable.

5.2. Subscriptions. The Service is billed on a subscription basis which means that you will be billed in advance on a recurring, quarterly basis called a “Billing Cycle”. Your Subscription will automatically renew at the end of each billing cycle unless you cancel by providing an advanced 30 day written notice of your wish to terminate the Service.

5.3 Credit card payments. If you elect to pay subscription fees by credit card, you warrant that the credit card information you provide is correct and you shall promptly notify us of any changes to such credit card information. You agree that if your credit card payment cannot be processed for any reason, Practis may suspend or cancel your subscription.

5.4. Taxes. Unless otherwise stated, you are responsible for any taxes associated with the Service, including any related penalties or interest (collectively, “Taxes”). If Practis is obliged to collect or pay Taxes on your behalf, the Taxes will be invoiced to you, unless you provide Practis LLC. with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.

5.5. Fee Changes. Practis may change the fees charged for the Service at any time, provided that, for the Service billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Practis will provide the Client Administrator with an advance 30 day written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

5.6. Past Due Balances. If payment is not received by due date a 1.5% finance charge will be assessed monthly on the unpaid balance and past due reminder will be sent to Client Administrator. If payment is not received within 24 hours from the date that the past due reminder was sent, Practis has the right to suspend Your Service. Practis reserves the right to impose a $100 fee for account reactivation.

5.7 Form Changes or Updates. Custom forms shall be built based upon the final version as submitted by You. After the form is built, if You wish to make additional updates or changes to their forms, those changes shall be performed as an update request at a rate of $125 per hour with a minimum duration of 30 minutes. Practis will advise You of additional costs and obtain Your permission before completing such work.

5.8 Email Communications. By giving your email address to Practis,  you agree to receive email communications from Practis. You can opt-out from these emails by clicking on the “unsubscribe” link at the end of the emails.

6. Suspension and Termination of the Service

6.1. By You. If you terminate a Subscription prior to the termination of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Service for our breach and have so notified us in writing and further where Practis has then failed to cure the breach after a period of twenty (20) days.

6.2. By Practis. Practis may limit, suspend, or stop providing the Service to you if you fail to comply with these Terms or if you use the Service in a way that causes legal liability to us or disrupts others’ use of the Service. Practis may also suspend the Service to you if we are investigating suspected misconduct by you. If we suspend or terminate the Service, we will notify and provide you with an opportunity to export your Data.

7. Changes and Updates

7.1. Changes to Terms. Practis may change these Terms at any time on its own discretion for reasons including but not limited to needed changes due to applicable law or updates to the Service, and to account for new functionality. Changes will be posted to Practisforms.com. If you do not agree to any changes made to the Terms, you should notify Practis and stop using the Service. Continuing to use the Service indicates your agreement and you will be bound by the updated Terms.

7.2. Changes to the Service. Practis may add, alter, or remove functionality from the Service at any time without prior notice. Practis may also limit, suspend, or discontinue the Service at its discretion. If Practis discontinues the Service, we will give you with a 30 day advance notice to provide you with an opportunity to export your Data from the Service.

8. Disclaimers and Limitations of Liability

8.1 Indemnification. You agree to indemnify, defend, and hold harmless Practis, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of your representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of you; or (iii) any of the your Data infringes or violates any right of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses. You expressly agree to indemnify and hold Practis harmless for any actions taken by Practis pursuant to notification by a third-party of infringement of the rights of a third-party by you or your Data. Practis agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action arises out of a breach of any of Practis’ representations or warranties made hereunder. Practis makes no representations that the use of the Service will not infringe on the proprietary rights of third parties. In no event will Practis be liable to you for damages arising out of the use or inability to use the Service, including but not limited to loss of data or data being rendered inaccurate or losses sustained by you or third parties.

8.2 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PRACTIS LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO PRACTIS LLC FOR USE OF THE SERVICE AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US $75.00.

8.3 Warranties. Practis represents and warrants that (a) Practis has the power and authority to enter into and perform its obligations under this Agreement, and (b) Practis's Services under these Terms shall be performed in a workmanlike manner. You represent and warrant that (a) you have the power and authority to enter into and perform its obligations under these Terms. (b) your Data will not harm Practis’ Data Center or the ability of Practis to provide the Service to others. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH HEREIN, PRACTIS MAKES NO WARRANTIES HEREUNDER, AND PRACTIS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Miscellaneous

9.1 Applicable Law: Jurisdiction; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. The State of Delaware is hereby designated as the exclusive forum for any action or proceeding arising from or in any way connected to these Terms, and the parties hereby expressly consent to the personal jurisdiction of the state or federal courts in this forum.

9.2 All provisions of these Terms relating to your warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, your indemnification obligations, and payment obligations shall survive the termination of the Term of this Agreement.

9.3 Assignability. Practis may assign all its rights, duties or obligations under this Agreement to any entity, provided, however, that such entity assumes all duties or obligations under these Terms, that written notice of such assignment is provided thirty (30) days in advance, and further provided that the assigning party by such assignment relinquishes all rights under these Terms and remains bound by all the Terms of this Agreement, which shall survive such assignment. You acknowledge that Practis may subcontract all or a portion of the Service to one or more third-party service providers.

This Business Associate Agreement (this “Agreement”) is entered into by and among Client (herein “Covered Entity”) and Practis, LLC, a Delaware limited liability company (herein “Business Associate”), in order to comply with 45 C.F.R. 164.502(e) and 164.504(e), governing protected health information (“PHI”) and also with respect to the American Recovery Investment Act of 2009 (“ARRA”) under the Health Insurance Portability and Accountability Act of 1996 (P.L. 104-191), 42 U.S.C. Section 1320d, et. seq., and regulations promulgated thereunder, as amended from time to time (statute and regulations hereafter collectively referred to as “HIPAA”). Covered Entity and Business Associate may be referred to herein individually as a “Party” or collectively as the “Parties”.

WHEREAS, Covered Entity and Business Associate are parties to an agreement (“Underlying Agreement”) pursuant to which Business Associate provides certain services (“Services”) to Covered Entity, which may require that Business Associate receive PHI from Covered Entity to perform such Services; and

WHEREAS, both Parties are committed to complying with HIPAA;

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.  Definitions 
a. General HIPAA Terms.  Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms have under HIPAA, including but not limited to the following terms: Data Aggregation, Designated Record Set, Health Care Operations, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Subcontractor, and Unsecured Protected Health Information. 

b. “Breach” shall mean the acquisition, access, use, or disclosure of PHI in a manner not permitted under HIPAA, which compromises the security or privacy of the PHI.  Breach shall not include:

i. Any unintentional acquisition, access, use, or disclosure of PHI by an employee or individual acting under the authority of Covered Entity or Business Associate, if such acquisition, access, Use or Disclosure was made in good faith and within the course and scope of employment, authority or other professional relationship of such employee or individual, respectively, with the Covered Entity or Business Associate, and such information is not further acquired, accessed, Used or Disclosed in a manner not permitted under HIPAA;

 ii. Any inadvertent Disclosure by a person who is authorized to access PHI at Covered Entity or Business Associate to another person who is authorized to access PHI at Covered Entity or Business Associate, respectively, and the PHI received as a result of such Disclosure is not further Used or Disclosed in a manner not permitted under HIPAA; or

iii. A Disclosure of PHI where Covered Entity or Business Associate has a good faith belief that the unauthorized person to whom the Disclosure was made would not reasonably have been able to retain such information.

c.  “Disclosure” means the release, transfer, provision of, access to, or divulging in any other manner of information outside the entity holding the information.

d. “Discovery” means the time at which a Breach or other Security Incident is known, or in the exercise of reasonable diligence, should have been known, to a person (other than the person committing the Breach or causing the Security Incident) who is an officer, director, employee, agent or representative of Business Associate.

e. “Individual” shall have the same meaning as the term “individual” in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).

f. “Security Incident” means the unauthorized access, Use, Disclosure, modification, or destruction of information or interference with system operations in an information system.

g. “Use” of PHI means the sharing, employment, application, utilization, examination, or analysis of such PHI within an entity that maintains such PHI.

2.  Obligations and Activities of Business Associate.
a. Not to Use or Disclose PHI Unless Permitted.  Business Associate agrees not Use or Disclose PHI other than as permitted or required by this Agreement or as Required by Law.

b. Safeguards.  Business Associate agrees to use appropriate physical, administrative and technical safeguards to protect electronic PHI and to comply with Subpart C of 45 CFR Part 164 with respect to such electronic PHI.

c.  Breach, Security Incident or Improper Disclosure or Use.  Business Associate agrees to report to Covered Entity any Breach, Security Incident, unauthorized Use or unauthorized Disclosure affecting Covered Entity’s PHI of which Business Associate becomes aware (“Notification”), unless such Notification is prohibited by law.  Such Notification shall be made no later than 60 days following the date of Discovery.

d. Subcontractors.  Business Associate agrees to enter into a written agreement with each of Business Associate’s subcontractors that may have access to Covered Entity’s PHI that complies with the requirements of 45 CFR 164.05(e).

e. Access.  Within twenty (20) days of Covered Entity’s written request, Business Associate shall provide Covered Entity with access to PHI in a designated record set as necessary for Covered Entity to satisfy its obligations under 45 CFR 164.524.  If Business Associate receives a request for PHI in a designated record set directly from an Individual, Business Associate will promptly forward the Individual’s request to Covered Entity to fulfill the request.

f.   Amendments.  Business Associate shall make any amendment(s) to PHI 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.  If Business Associate receives a request for amendment to PHI in a designated record set directly from an Individual, Business Associate will promptly forward the Individual’s request to the Covered Entity to fulfill the request.

g.  Accounting.  Covered Entity acknowledges that Business Associate is not required by this Agreement or the Underlying Agreement to make Disclosures of PHI to Individuals or any person other than Covered Entity and that Business Associate does not, therefore, expect to maintain documentation of such Disclosures as described in 45 CFR 164.528.  If Business Associate is required make such Disclosures, it shall document the Disclosures as would be required for the Covered Entity to respond to a request by an Individual for an accounting of Disclosures and shall provide such documentation to Covered Entity upon Covered Entity’s request as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528.  Should an accounting of disclosures of PHI for a particular individual be requested more than once in any twelve (12) month period, Business Associate may charge Covered Entity a reasonable, cost-based fee.

h. Compliance with 45 CFR Part 165, Subpart E.  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 governing privacy of PHI, Business Associate shall comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s).

i. Books and Records.  Business Associate shall make available to the Department of Health and Human Services its internal practices, books, and records relating to the Use and Disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity for purposes of determining the Covered Entity’s or Business Associate’s compliance with HIPAA.

3. Permitted Uses and Disclosures by Business Associate
a.  Use and Disclosure; Rights.   Business Associate may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 (Privacy of PHI).  Business Associate acknowledges that this Agreement does not in any manner grant Business Associate any greater rights than Covered Entity enjoys, nor shall this Agreement be deemed to permit or authorize Business Associate to use or further disclose PHI in a manner that would otherwise violate the requirements of HIPAA if done by Covered Entity.

b. Management and Administration.  Business Associate may Use PHI for the proper management and administration of Business Associate. 

c. Minimum Necessary.  Business Associate must limit any Use, Disclosure, or request for Use or Disclosure to the Minimum Necessary amount to accomplish the intended purpose of the Use, Disclosure, or request in accordance with the requirements of HIPAA. 

4.     Obligations of Covered Entity
a. No Improper Requests.  Covered Entity shall not request that Business Associate Use or Disclose PHI in any manner that would not be permissible under HIPAA.  Covered Entity also shall not request that Business Associate Use or Disclose PHI in a manner that would not be permissible if done by Covered Entity.

b. Privacy Practices Notice.  Covered Entity shall notify Business Associate of any changes in, or revocation of permission by an Individual to Use or Disclose PHI, to the extent that such changes may affect Business Associate’s use or Disclosure of PHI.

c. Revocation of Permission.  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.

d. Restrictions on Use or Disclosure.  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. Term and Termination
a. Term. This Agreement shall commence on the Effective Date and shall terminate when all PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity.

b. Termination for Cause. Notwithstanding the terms of the Underlying Agreement and/or any other agreement between the Parties, either Party may terminate this Agreement if the other Party has breached a material term of this Agreement.  Unless the terminating Party has reason to believe that the breach is not capable of being cured within a reasonable period and/or is likely to recur in the future, the terminating Party shall give the other Party thirty (30) days written notice of the existence of an alleged material breach and a reasonable opportunity to cure the breach prior to terminating this Agreement.

c. Obligations of Business Associate Upon Termination. Business Associate agrees that upon termination of this Agreement, if feasible, Business Associate shall (a) return or destroy all PHI received from, or created or received by Business Associate on behalf of, Covered Entity that Business Associate still maintains in any form and retain no copies of such information or, (b) if such return or destruction is not feasible, extend the protection of this Agreement to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible.

6. Miscellaneous
a. Future Agreements.  The Parties acknowledge and agree that the terms and conditions stipulated in this Agreement shall apply to any future written or oral agreements between Covered Entity and Business Associate that involve the Use or Disclosure of PHI, whether or not this Agreement is specifically incorporated by reference in such future agreements between the Parties.

b  Regulatory References.  A reference in this Agreement to a HIPAA section means the section as in effect or as amended that the time of the Party’s performance and/or obligation to perform under this Agreement.

c. Interpretation.  Any ambiguity in this Agreement shall be resolved in favor of an interpretation that complies with HIPAA.

d. Notices.  All notices and other communications under this Agreement to any Party shall be in writing and shall be deemed given when delivered personally, telecopied (which is confirmed) to that Party at the telecopy number for that Party set forth at the end of this Agreement, mailed by certified mail (return receipt requested) to that Party at the address for that Party set forth at the end of this Agreement (or at such other address for such Party as such Party shall have specified in a notice to the other Parties), or delivered to Federal Express, UPS, or any similar express delivery service for delivery to that Party at that address.

e. Non-Waiver.  No failure by any Party to insist upon strict compliance with any term or provision of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default.  No custom or practice of the Parties at variance with any provision of this Agreement shall affect or constitute a waiver of, any Party’s right to demand strict compliance with all provisions of this Agreement.

F. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, written and oral, betweeen the Parties with respect to the subject matter of this Agreement.  To the extent that any provisions of this Agreement conflict with the provisions of any other agreement or understanding between the Parties, including the Underlying Agreement, this Agreement shall control with respect to the subject matter of this Agreement.

g.  No Third-Party Beneficiaries.  Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any other person other than the Parties and their respective successor or assigns, any rights, remedies, obligations or liabilities whatsoever.

h. Independent Contractors; No Agency.  No provision of this Agreement is intended to create, nor shall be deemed or construed to create, any employment, agency or joint venture relationship between Covered Entity and Business Associate other than that of independent entities contracting with each other hereunder solely for the purpose of effectuating the provisions of this Agreement.  None of the Parties nor any of their respective representatives shall be construed to be the agent, employer or representative of the other. The Parties acknowledge that Covered Entity shall not have authority to direct or control Business Associate’s conduct to an extent or in a manner that would give rise to an agency relationship under applicable law.

i. Disclaimer.  Business Associate makes no warranty or representation that compliance by the Covered Entity with this Agreement or HIPAA will be adequate or satisfactory for Covered Entity’s own purposes.  Business Associate is only responsible for decisions made by Business Associate regarding the safeguarding of PHI it receives, generates or maintains on behalf of Covered Entity pursuant to the Underlying Agreement.

j. Assignment.  This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the Parties and their respective heirs, personal representatives, successors, and assigns.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be transferred or assigned by Business Associate without the prior written consent of Covered Entity, except that Business Associate may assign some or all of its rights and obligations under this Agreement, without the consent of Covered Entity, to (i) any surviving entity by way of merger, consolidation or corporate restructuring of Business Associate or one of its affiliates; and (ii) any purchaser of all or substantially all of the assets or stock of the Business Associate or one of its affiliates.

k. Severability.  With respect to any provision of this Agreement finally determined by a court of competent jurisdiction to be unenforceable, such court shall have jurisdiction to reform such provision so that it is enforceable to the maximum extent permitted by applicable law, and the Parties shall abide by such court’s determination.  In the event that any provision of this Agreement cannot be reformed, such provision shall be deemed to be severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect. 

l. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

m. State Law.  Nothing in this Agreement shall be construed to require Business Associate to use or disclose PHI without written authorization from an Individual who is a subject of the PHI, or written authorization from any other person, where such authorization would be required under state law for such use or disclosure

n. Survival. All representations, covenants, and agreements in or under this Agreement or any other documents executed in connection with the transactions contemplated by this Agreement, shall survive the execution, delivery, and performance of this Agreement and such other documents.

o. Further Assurances.  Each Party shall execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by the other Party to carry out the purpose and intent of this Agreement.

Acknowledged and agreed to by:

Jessell Bassett  
Practis, LLC