When accuracy and expert analysis matter
These terms govern the services MedChrona provides to registered clients, together with the Business Associate Agreement in Exhibit A. Version of August 23, 2026. The current version is always posted here.
These Master Services and Engagement Terms ("Terms") govern services provided by [MedChrona, LLC, a Florida limited liability company] ("MedChrona") to the client organization accepting these Terms ("Client"). Each accepted case or matter is an "Engagement." "Records" means electronic files and other materials Client provides for an Engagement. "Deliverable" means the case-specific summary, analytical review, or other work product MedChrona prepares.
Client may accept these Terms electronically through an affirmative acceptance process designated by MedChrona. An individual accepting for an organization represents authority to bind it. MedChrona may maintain records of the account or identity associated with acceptance, date and time, and version accepted.
Tier 1 - Record Summary. Tier 1 provides a chronological summary of the accessible and reasonably readable Records included in the Engagement. Services are performed by or under the supervision of qualified clinical reviewers selected by MedChrona, which may include physicians, physician assistants, nurse practitioners, and other appropriately qualified healthcare professionals.
Tier 2 - Analytical Record Review. Tier 2 includes Tier 1 together with identification of objective findings, patterns, discrepancies, or apparent anomalies in the Records that may warrant Client consideration. These may include apparent deviations from customary treatment or follow-up timelines; gaps or delays in care; changes or inconsistencies in reported symptoms, histories, or mechanisms; differences between subjective complaints and documented objective findings; potentially relevant imaging findings; changes in diagnoses or treatment recommendations; prior or pre-existing conditions; and other factual or chronological features.
Tier 2 is limited to identifying and organizing information contained in the Records. It does not render an expert medical opinion or determine the medical or legal significance of an identified finding, discrepancy, pattern, or anomaly. It does not provide opinions regarding medical causation, standard of care, appropriateness or necessity of treatment, reasonableness of charges, prognosis, permanency, impairment, disability, future medical care, credibility, apportionment, or ultimate medical or legal significance. Identification of information as noteworthy, inconsistent, atypical, or potentially anomalous is not an opinion that it is medically improper, causally significant, inaccurate, non-credible, or outside an applicable standard of care. Client and its retained experts are responsible for interpretation.
Tier 1 and Tier 2 Reviewer Status. Reviewer identity is not part of the Deliverable. Client retains MedChrona, not an individual clinician. No reviewer or other MedChrona personnel is retained or designated as an expert witness, consulting expert, treating provider, or other individual witness merely by contributing to Tier 1 or Tier 2. Fees do not include testimony, appearances, affidavits, declarations, expert reports, expert disclosures, or witness services. Client will not identify or designate a reviewer as an expert or other witness, or represent that a Tier 1 or Tier 2 Deliverable is the opinion of an individually retained clinician, without MedChrona's prior written agreement. Valid compulsory legal process is not restricted.
Tier 3 - Physician Expert Services. Tier 3 is governed by a separate physician-specific expert retention agreement and fee schedule addressing scope, conflicts, opinions, supplementation, testimony, cancellation, and other expert-specific matters. Medical opinions are independently reviewed, adopted, and rendered by the individually retained physician under the professional and legal standard applicable to the assignment and jurisdiction.
Nature of Services. Tier 1 and Tier 2 are consulting and litigation-support services, not medical treatment, diagnosis, legal advice, or expert medical opinions. No physician-patient relationship is created. Intake information may shape focus and organization but does not direct a predetermined finding.
Client will provide the requested service tier, case posture or matter type, requested completion date or material deadline, Records, instructions, and other materials reasonably necessary to perform the Engagement.
Client represents and warrants that it has legal authority to provide all submitted materials and authorize their use for the Engagement. Client is responsible for completeness and accuracy. MedChrona may rely on Records as presented and has no obligation to independently obtain records, verify completeness, or investigate whether additional records exist unless expressly agreed in writing.
Client will review each Deliverable and promptly report a suspected factual error, material omission, transcription error, or other issue. Client will maintain its own copies of source Records and Deliverables; MedChrona is not a permanent repository or archival storage provider.
Records containing PHI must be transmitted through the secure method designated by MedChrona and not through the public website or ordinary email unless MedChrona expressly designates another compliant method.
Records are received when successfully uploaded to the secure location designated by MedChrona and accessible for review. Client remains responsible for confirming that all intended Records were successfully transmitted.
MedChrona will review files for accessibility and determine record volume. It will generally confirm the applicable file count, page count, and fee by the next business day after receipt, although large productions, technical issues, or other circumstances may require additional time.
For per-page services, PDFs are counted by page; image files generally as one page each; and other file types by page after conversion when necessary. Duplicate material may be counted and billed because review may be required to identify it as duplicate. Blank pages, separator pages, or material requiring no substantive review may be excluded at MedChrona's discretion.
MedChrona will review all accessible and reasonably readable files included within the confirmed Engagement. Password-protected, corrupted, incomplete, unsupported, illegible, or otherwise inaccessible materials may be excluded. When reasonably practicable, MedChrona will notify Client of material files that cannot be reviewed and allow a usable replacement. MedChrona is not responsible for Records not successfully transmitted, omitted, or otherwise unavailable.
Fees are calculated according to service tier, record volume, requested turnaround, and additional agreed services. The applicable price will be stated in the order confirmation, invoice, or other written acceptance. Published rates in effect when the applicable Records are received govern unless otherwise agreed in writing.
Unless alternative payment terms are approved in writing, payment is due before substantive review begins. MedChrona need not commence or continue work until required payment is received. Approved Clients may receive consolidated monthly billing or other credit terms under separate written arrangements.
The anticipated or committed completion date stated in the applicable order confirmation, invoice, or other written acceptance controls over general turnaround estimates or marketing statements. A deadline communicated by Client is informational unless MedChrona expressly accepts a corresponding completion date. Rush service may be offered at MedChrona's discretion for an additional disclosed fee.
MedChrona may permit a saved payment method, but will not automatically charge variable Engagement fees unless Client separately authorizes automatic payment through an applicable authorization process. Revocation applies prospectively.
MedChrona's standard business turnaround is generally six (6) to ten (10) business days, measured from acceptance of the Engagement, receipt of all Records and information reasonably necessary to perform the services, and receipt of any required payment. The completion date confirmed by MedChrona for the applicable Engagement controls.
If Client requests completion sooner than the standard turnaround and MedChrona accepts the request, the following rush fees apply to the total case cost:
Two (2) to five (5) business-day rush: an additional twenty-five percent (25%) of the total case cost.
Next-business-day rush: an additional fifty percent (50%) of the total case cost.
Rush availability is subject to MedChrona's capacity, record volume, file accessibility, and receipt of all materials necessary to perform the Engagement. Selection or request of a rush option does not create a binding completion deadline unless MedChrona expressly accepts and confirms the corresponding completion date. Supplemental Records, changes in scope, inaccessible files, delayed payment, or other circumstances attributable to Client may require a revised completion date and, where applicable, additional fees.
For purposes of this Section, “next-business-day” means completion by the end of the next business day following MedChrona's acceptance of the rush Engagement and satisfaction of the prerequisites above. Weekends and MedChrona-observed holidays are not business days.
Materials submitted after MedChrona confirms scope, price, or completion date are supplemental. MedChrona may adjust fee and completion date, including per-page charges and, when reasonably necessary, charges for re-review, revision, chronology reorganization, or other work caused by the supplemental submission.
Supplemental materials do not automatically extend an Engagement or require incorporation into a completed Deliverable. Post-completion materials may be treated as a supplemental or new Engagement. MedChrona will notify Client of a material price or completion-date change before undertaking material additional paid work.
Cancellation by Client. If cancellation occurs before substantive work begins, MedChrona will refund fees paid for cancelled services, less separately disclosed nonrefundable third-party charges actually incurred, if any. After substantive work begins, MedChrona may retain the portion reasonably attributable to services performed and refund the amount attributable to unperformed services. Fees attributable to substantially completed or delivered work are earned and nonrefundable.
Errors and Correction. If MedChrona determines that a Deliverable contains a material error or omission attributable to MedChrona, it will have a reasonable opportunity to correct, supplement, or re-perform the affected portion at no additional charge. This does not apply to issues caused by inaccurate or incomplete source Records; unavailable Records; post-completion supplemental materials; changes in Client instructions or scope; or differences in professional interpretation outside the service tier. If MedChrona cannot reasonably correct or re-perform a materially deficient portion, it will refund fees reasonably attributable to that portion. To the fullest extent permitted by law, correction, supplementation, re-performance, or refund is Client's sole and exclusive remedy arising solely from such error, omission, or deficiency. Inability to Perform. If MedChrona cannot complete paid services, it will refund fees for the portion not performed or delivered. MedChrona may determine in good faith that completion is not reasonably practicable because of a conflict or professional or ethical concern discovered after acceptance; unusable Records; Client's failure to provide necessary information, authority, cooperation, or materials; technical circumstances outside reasonable control; illness, incapacity, or unavailability of necessary personnel; legal, regulatory, privacy, security, or compliance concerns; or other circumstances materially preventing performance. When practicable, MedChrona will notify Client and may allow cure. Refunds are calculated on a reasonable pro rata basis and, to the fullest extent permitted by law, are Client's sole and exclusive remedy arising solely from inability to complete.
No Outcome-Based Refund. Fees are not refundable solely because Client disagrees with information accurately reflected from the Records, the Records lack information Client expected or desired, or Client or another person attributes a different medical, legal, strategic, or other significance to a Deliverable.
Each party may receive non-public, confidential, proprietary, privileged, or sensitive information ("Confidential Information"), including medical records and PHI; attorney communications and litigation strategy; claim evaluations; settlement information; expert materials; financial information; credentials; and non-public methods, processes, technology, and proprietary information. Each party will use the other party's Confidential Information only as reasonably necessary to perform, receive, administer, or enforce the services and will take reasonable measures to protect it.
MedChrona will maintain PHI using systems and service providers configured and used to support applicable HIPAA requirements and, where required, subject to appropriate business associate agreements. MedChrona will implement reasonable and appropriate administrative, technical, and physical safeguards. Access will be limited to personnel and service providers requiring access and subject to appropriate obligations. Case numbers or other non-patient identifiers will be used for administrative purposes whenever reasonably practicable, and routine invoices, payment records, administrative notifications, and folder names will not include unnecessary patient identifiers.
The Business Associate Agreement attached as Exhibit A is incorporated into these Terms and applies automatically only when Client is a HIPAA Covered Entity or Business Associate and MedChrona's performance causes MedChrona to act as Client's Business Associate or subcontractor Business Associate. If those conditions are not satisfied, the BAA does not apply solely because materials contain health information. The BAA controls an actual conflict concerning PHI.
Client is responsible for obtaining any authorization, consent, release, court order, subpoena, protective order, or other legal authority required for disclosure to MedChrona and the requested services. MedChrona may rely on Client's representation that information was lawfully obtained and disclosed except as otherwise required by law.
MedChrona may use third-party hosting, storage, communications, payment, technology, and other service providers. When a provider creates, receives, maintains, or transmits PHI on MedChrona's behalf and HIPAA requires a business associate or subcontractor agreement, MedChrona will maintain an appropriate written agreement.
MedChrona may use artificial intelligence, machine learning, optical character recognition, automated document processing, and other technology-assisted tools for organization, extraction, processing, analysis, quality control, and preparation of Records and Deliverables. Such technologies assist the clinical review process and do not replace the human review required for the applicable service.
Tier 1 and Tier 2 Deliverables are reviewed and verified by qualified clinical reviewers before delivery. Tier 3 medical opinions are independently reviewed, adopted, and rendered by the responsible physician. MedChrona will not knowingly submit PHI to a technology provider in a manner inconsistent with applicable law or an applicable BAA and will maintain required downstream agreements. MedChrona may change technologies without amending these Terms while remaining responsible for the contracted services.
Unless otherwise required by law, court order, contractual obligation, litigation hold, or written agreement, MedChrona may retain source medical Records, PHI, and associated working copies for up to ninety (90) days after completion and delivery, then securely delete or destroy them without further notice.
MedChrona may retain the final Deliverable for up to seven (7) years after completion, subject to applicable law and continuing confidentiality and security obligations. It may retain administrative, contractual, financial, billing, and transaction records for up to seven (7) years, or longer if required by law. To the extent reasonably practicable, retained administrative records will exclude PHI not necessary for those purposes.
MedChrona may suspend deletion for legal, regulatory, litigation-hold, dispute, investigation, audit, security-incident, agreed Client-request, or other compliance reasons. Deletion from active systems does not require immediate deletion from protected backups where technically impracticable. Nothing authorizes destruction of HIPAA-required compliance documentation or other records subject to a longer mandatory retention period.
MedChrona provides services based on the Records and information made available to it and does not warrant the accuracy, completeness, authenticity, or reliability of information created by third parties. Medical records may contain incomplete histories, conflicting information, documentation errors, missing records, inaccurate dates, inconsistent descriptions, and other deficiencies.
MedChrona does not guarantee that a Deliverable will support Client's litigation position, claim, defense, medical theory, damages analysis, settlement position, or desired conclusion, or produce any particular legal, medical, financial, insurance, settlement, adjudicative, or other outcome.
Tier 1 and Tier 2 Deliverables are tools to assist efficient review and understanding of medical records and are not substitutes for the independent professional judgment of an attorney, physician, retained expert, claims professional, or other responsible professional.
Any professional relying on a Deliverable remains independently responsible for determining the extent to which underlying source Records must be reviewed for that person's duties, opinions, representations, reports, testimony, or decisions. No person may represent that MedChrona, through Tier 1 or Tier 2, adopted or rendered an opinion outside the applicable service scope.
Upon payment, Client receives a non-exclusive, perpetual right to use, reproduce, share, and incorporate the case-specific Deliverable in connection with the matter for which the Engagement was performed and related internal professional purposes. Client may provide it to attorneys, retained experts, consultants, insurers, claims professionals, clients, courts, opposing parties, and other persons when reasonably necessary, subject to applicable confidentiality, privacy, protective-order, and legal obligations.
MedChrona retains all right, title, and interest in pre-existing and underlying templates, document structures, formats, methodologies, processes, workflows, software, technology, prompts, quality-control procedures, know-how, and other intellectual property. Client may not extract, reverse engineer, commercially reproduce, sublicense, sell, white-label, or use MedChrona's proprietary materials to develop or operate a competing record-review product or service. Client retains ownership of materials it originally supplied and may use factual information in its own Records.
If MedChrona or its personnel receive a subpoena, court order, deposition notice, or other compulsory legal process relating to an Engagement, MedChrona may notify Client to the extent legally permitted and reasonably cooperate concerning the response. Tier 1 and Tier 2 fees do not include extraordinary legal-process compliance. To the extent permitted by law, MedChrona may charge Client reasonable fees and expenses associated with process arising from Client's Engagement.
To the fullest extent permitted by applicable law, Client will indemnify and hold harmless MedChrona and its officers, employees, contractors, and agents from third-party claims, liabilities, damages, costs, and reasonable attorneys’ fees arising from: (a) Client's unlawful or unauthorized disclosure of medical records, PHI, personal information, or other materials to MedChrona; (b) Client's lack of legal authority, authorization, consent, or other required basis to provide such materials or authorize the requested services; (c) Client's material alteration of a Deliverable or presentation of altered content as prepared or approved by MedChrona; (d) Client's representation that a Tier 1 or Tier 2 Deliverable constitutes an expert medical opinion, causation opinion, credibility determination, or other opinion not provided by MedChrona; or (e) Client's use or distribution of a Deliverable in a manner materially inconsistent with these Terms.
MedChrona will provide reasonable notice of a claim for which indemnification is sought and reasonable cooperation in the defense. Client will not settle a claim in a manner that admits wrongdoing by or imposes a non-monetary obligation on MedChrona without MedChrona's prior written consent, not to be unreasonably withheld.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEDCHRONA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR ENGAGEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER THEORY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO MEDCHRONA FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEDCHRONA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL; OR SIMILAR ECONOMIC LOSSES ARISING OUT OF OR RELATING TO THE SERVICES.
MEDCHRONA WILL NOT BE RESPONSIBLE FOR AN ADVERSE LITIGATION RESULT, JUDGMENT, VERDICT, SETTLEMENT, CLAIM DETERMINATION, SANCTION, MISSED DEADLINE, EXPERT OPINION, TESTIMONY, OR OTHER THIRD-PARTY DECISION OR OUTCOME EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE LIMITED OR EXCLUDED.
The limitations in this Section are material terms reflected in the fees charged. Nothing excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.
Client will promptly notify MedChrona of any good-faith question or dispute concerning an invoice or charge and provide information reasonably necessary to investigate it. The parties will use reasonable efforts to resolve billing disputes directly and in good faith before formal proceedings.
Nothing waives a right concerning a payment-card or bank transaction that cannot lawfully be waived. Client will not knowingly initiate a chargeback or payment dispute based on materially false information or for an amount Client knows was properly authorized and remains due. A payment dispute does not relieve Client of the obligation to pay portions of an invoice not disputed in good faith.
These Terms become effective when accepted and continue to govern Engagements until terminated or superseded. Either party may terminate the ongoing commercial relationship upon written notice. Termination does not automatically cancel an accepted Engagement already in progress unless the parties agree otherwise or cancellation is permitted under these Terms.
MedChrona may suspend or terminate Client's access for material breach, failure to pay undisputed amounts when due, unlawful or abusive use, material security or privacy concerns, or conduct MedChrona reasonably determines creates a material legal, ethical, regulatory, or security risk. Termination does not affect accrued payment obligations, rights or remedies arising before termination, or provisions intended to survive.
MedChrona will not be liable for delay or failure to perform caused by circumstances outside its reasonable control, including natural disasters, hurricanes, severe weather, fire, flood, epidemic or public-health emergency, war, terrorism, civil disturbance, governmental action, interruption of utilities or telecommunications, material internet or cloud-service outages, cyberattacks or security incidents not caused by MedChrona's failure to use reasonable safeguards, or comparable events.
Affected completion dates will be extended for a reasonable period. MedChrona will use commercially reasonable efforts to resume performance. If such circumstances prevent completion, Section 7's refund and inability-to-perform provisions apply to fees attributable to unperformed services.
This Agreement and disputes arising out of or relating to it or the services will be governed by Florida law, without regard to conflict-of-laws principles. Subject to jurisdictional requirements that cannot lawfully be modified, each party submits to the exclusive jurisdiction of the state courts located in Broward County, Florida, and the United States District Court having jurisdiction over Broward County, Florida, and waives objections based on venue or forum non conveniens.
Nothing prevents either party from seeking temporary or emergency injunctive relief in a court of competent jurisdiction when reasonably necessary to protect confidential information, intellectual property, data security, or rights for which monetary relief would be inadequate.
Routine Engagement communications may be provided through MedChrona's secure portal, by email, or through other electronic means associated with Client's account. Formal notices concerning termination, material breach, indemnification, or other legal matters will be sent to contact information designated by the receiving party and will be effective upon confirmed electronic delivery or as otherwise provided by law.
MedChrona may revise these Terms from time to time. Unless required by law or expressly agreed, revised Terms apply prospectively to Engagements accepted after their effective date and do not materially alter an Engagement already accepted and paid for. Material changes applicable to an ongoing account relationship will be communicated through reasonable electronic notice.
Client may not assign or transfer this Agreement or its rights or obligations without MedChrona's prior written consent, except as part of a merger, reorganization, or transfer of substantially all of Client's business to which the Agreement relates. MedChrona may assign this Agreement in connection with a merger, acquisition, reorganization, sale of substantially all assets or business, or similar corporate transaction. A purported assignment in violation of this Section is void to the extent permitted by law.
Independent Contractor. MedChrona is an independent contractor. Nothing creates an attorney-client relationship, physician-patient relationship, fiduciary relationship, partnership, agency, employment relationship, or joint venture between MedChrona and Client.
No Third-Party Beneficiaries. The Agreement benefits MedChrona and Client only. No patient, claimant, opposing party, insurer, expert, court, or other third party acquires contractual rights against MedChrona by receiving, reviewing, or relying on a Deliverable.
Entire Agreement. These Terms, the applicable order confirmation or written Engagement acceptance, any applicable BAA, and any separately executed agreement identified in Section 24 constitute the agreement concerning the applicable services and supersede prior or contemporaneous communications on the same subject.
Severability; Waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective. Failure to enforce a provision is not a waiver of future enforcement.
Headings; Electronic Records. Headings are for convenience and do not affect interpretation. Electronic records, signatures, and counterparts may be used to the fullest extent permitted by law.
Survival. Provisions concerning payment, confidentiality, privacy, record retention, intellectual property, indemnification, limitation of liability, dispute resolution, and any provision that by its nature should survive will survive termination or completion.
If governing documents conflict, the following order applies only to the subject matter of the conflict: (1) an applicable Business Associate Agreement, with respect to PHI, privacy, and HIPAA matters; (2) a separately executed Tier 3 physician expert retention agreement, with respect to physician-specific expert services; (3) a separately negotiated written agreement executed by authorized representatives of Client and MedChrona; (4) the applicable order confirmation or written Engagement acceptance, with respect to service tier, scope, price, and completion date; and (5) these Terms.
A higher-priority document controls only to the extent of an actual conflict and does not otherwise displace provisions that can reasonably operate together.
This Business Associate Agreement (BAA) is incorporated into the MedChrona Master Services and Engagement Terms (Agreement) between MedChrona and Client and applies only when Client is a Covered Entity or Business Associate and MedChrona's performance causes MedChrona to constitute a Business Associate or subcontractor Business Associate under HIPAA. Capitalized terms not otherwise defined have the meanings assigned under HIPAA, HITECH, and their implementing regulations, as amended.
MedChrona may Use and Disclose PHI received from or on behalf of Client solely as necessary to perform the services, as permitted by this BAA, or as Required by Law. MedChrona will not Use or Disclose PHI in a manner that would violate HIPAA if performed by Client, except as expressly permitted for Business Associates. MedChrona may Use PHI for proper management and administration and to carry out legal responsibilities to the extent permitted by HIPAA.
MedChrona will implement reasonable and appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI and ePHI and will comply with applicable HIPAA Security Rule requirements.
MedChrona will limit Uses, Disclosures, and requests for PHI to the minimum necessary to accomplish the intended purpose to the extent required by HIPAA.
MedChrona will ensure that any subcontractor that creates, receives, maintains, or transmits PHI on MedChrona's behalf agrees in writing to restrictions, conditions, and safeguards applicable to such PHI as required by HIPAA.
MedChrona will report to Client any Use or Disclosure of PHI not permitted by this BAA of which MedChrona becomes aware, including any Breach of Unsecured PHI requiring notification under HIPAA, and will report Security Incidents as required by law. Routine unsuccessful attempts at unauthorized access that do not result in unauthorized access, Use, Disclosure, modification, or destruction of ePHI need not be individually reported unless required by law. Required notification will be made without unreasonable delay and within applicable legal time limits and will include reasonably available information needed by Client to satisfy its obligations.
To the extent MedChrona maintains PHI in a Designated Record Set on behalf of Client, MedChrona will make PHI available as reasonably necessary for Client to satisfy applicable access obligations; make amendments as directed or agreed to by Client to the extent required by HIPAA; and document and provide information concerning Disclosures to the extent necessary for an accounting of disclosures.
MedChrona will make internal practices, books, and records relating to the Use and Disclosure of PHI received from or created or received on behalf of Client available to the Secretary of the U.S. Department of Health and Human Services to the extent required to determine HIPAA compliance.
Client will notify MedChrona of limitations in Client's notice of privacy practices, restrictions on Use or Disclosure, or changes in or revocations of authorization that may materially affect MedChrona's permitted Use or Disclosure. Client will not request MedChrona to Use or Disclose PHI in a manner that would violate HIPAA if performed by Client, except as otherwise permitted for Business Associates.
This BAA becomes effective automatically when the relationship creates a Business Associate relationship under HIPAA and remains effective while MedChrona maintains PHI subject to it. Either party may terminate the applicable Engagement for material breach if the breach is not cured within a reasonable period after written notice, provided immediate termination may occur when required by law or cure is not reasonably possible.
Upon termination or completion, MedChrona will return or destroy PHI when feasible and as required by HIPAA, this BAA, and the Agreement. Unless a different period is required by law or agreed in writing, MedChrona may retain source medical Records and associated PHI for up to ninety (90) days after completion for quality assurance, correction, Client inquiries, and other legitimate completion-related purposes, after which it will securely delete or destroy such PHI when feasible. MedChrona may retain final Deliverables and administrative information required by law or reasonably necessary to document the Engagement, establish or defend legal rights, maintain financial records, respond to audits or disputes, or satisfy legal or compliance obligations, provided retained PHI remains protected and is Used or Disclosed only as permitted by law and this BAA. If return or destruction is infeasible, including for protected backup systems, MedChrona will continue the protections of this BAA and limit further Uses and Disclosures to the purposes making return or destruction infeasible. HIPAA-required compliance documentation will be retained for the period required by applicable law.
If this BAA conflicts with the Agreement concerning the Use, Disclosure, safeguarding, return, or destruction of PHI, this BAA controls with respect to PHI. Otherwise, the Agreement remains effective.
This BAA will be interpreted to permit compliance with HIPAA and other applicable federal and state privacy and security laws. Amendments to HIPAA that materially affect these obligations will be incorporated to the extent required by law, and the parties will cooperate in making reasonably necessary amendments.
MedChrona's obligations concerning PHI retained after termination or completion survive for as long as MedChrona maintains such PHI.