Business Associate Agreement (BAA)

BUSINESS ASSOCIATE AGREEMENT (TEMPLATE)

This Business Associate Agreement ("Agreement") is entered into by and between
[COVERED ENTITY LEGAL NAME] ("Covered Entity") and Enhanced Language & Cultural
Services, LLC, d/b/a Lingfaro ("Business Associate"), effective [EFFECTIVE DATE]
("Effective Date").

1. PURPOSE
   The parties have an underlying arrangement under which Business Associate
   provides interpreter dispatch and related services and may create, receive,
   maintain, or transmit Protected Health Information ("PHI") on behalf of
   Covered Entity. This Agreement sets the terms required by the HIPAA Privacy,
   Security, and Breach Notification Rules (45 C.F.R. Parts 160 and 164).

2. DEFINITIONS
   Terms used but not defined have the meaning assigned in 45 C.F.R. Parts 160
   and 164, including "Breach," "Protected Health Information," "Required by
   Law," and "Security Incident."

3. PERMITTED USES AND DISCLOSURES
   3.1 Business Associate may use or disclose PHI only as necessary to perform
       the services, as Required by Law, or for the proper management of
       Business Associate's operations.
   3.2 Business Associate will not use or disclose PHI in a manner that would
       violate the Privacy Rule if done by Covered Entity.
   3.3 Business Associate will limit uses, disclosures, and requests of PHI to
       the minimum necessary.

4. SAFEGUARDS
   Business Associate will implement administrative, physical, and technical
   safeguards that reasonably and appropriately protect the confidentiality,
   integrity, and availability of electronic PHI, consistent with the Security
   Rule.

5. REPORTING
   5.1 Business Associate will report to Covered Entity any use or disclosure
       not permitted by this Agreement of which it becomes aware.
   5.2 Business Associate will report any Breach of Unsecured PHI without
       unreasonable delay and no later than [NUMBER] calendar days after
       discovery, with the information required by 45 C.F.R. 164.410.

6. SUBCONTRACTORS
   Business Associate will ensure that any subcontractor that creates, receives,
   maintains, or transmits PHI on its behalf agrees in writing to restrictions
   and conditions at least as protective as those in this Agreement.

7. ACCESS, AMENDMENT, AND ACCOUNTING
   Business Associate will make PHI available to satisfy Covered Entity's
   obligations regarding individual access (164.524), amendment (164.526), and
   an accounting of disclosures (164.528), within the timeframes the parties
   agree in writing.

8. TERM AND TERMINATION
   8.1 This Agreement is effective on the Effective Date and continues until all
       PHI is returned or destroyed, or protections are extended per Section 9.
   8.2 Covered Entity may terminate if Business Associate materially breaches and
       fails to cure within [NUMBER] days of written notice.

9. RETURN OR DESTRUCTION
   On termination, Business Associate will return or destroy all PHI it
   maintains, if feasible. Where return or destruction is not feasible,
   Business Associate will extend the protections of this Agreement to the PHI
   and limit further uses and disclosures.

10. MISCELLANEOUS
    This Agreement is governed by the laws of the State of Minnesota and federal
    law. It is amended automatically to the extent necessary to comply with
    changes to HIPAA. In the event of conflict, the interpretation that permits
    compliance with HIPAA controls.

COVERED ENTITY                          BUSINESS ASSOCIATE (LINGFARO)
By: ____________________________        By: ____________________________
Name: __________________________        Name: __________________________
Title: _________________________        Title: _________________________
Date: __________________________        Date: __________________________