Professional Services Agreement - Infinisource - City's Flexible Spending Account

Home Browse Search

O. Indemnification and Liability I. Infinisource will exercise the same reasonable care and due diligence in performing its obligations under this Agreement that a prudent administrator in the same industry would exercise (herein after, the "Standard of Care"). it shall not be a breach of the Standard of Care set forth herein if Infinisource acts in accordance with Employer's written instructions. 2. Except as otherwise provided in this Agreement, Infinisource will indemnify and hold Employer, its officers and employees harmless against all direct monetary damages, in connection with any action, suit, administrative proceeding or settlement related to the Benefit Plans for which Infinisource provides administration assistance to the Employer, only to the extent such damages are reasonably ascertainable and are the direct and proximate result of Infinisource's breach of the Standard of Care set forth herein. 3. Employer agrees to indemnify and hold Infinisource, its officers, and employees harmless from and against all direct monetary damages , in connection with any action, suit, administrative proceeding or settlement related to the Benefit Plans for which Infinisource provides administration assistance to Employer to the extent such damages arising from or related to services provided under this Agreement are not the direct and proximate result of Infinisource's breach of the Standard of Care set forth herein. 4. Under no circumstance will either party be liable to the other in a breach of contract claim for any incidental, indirect and/or punitive damages. P. Benefit Plan Claims Infinisource does not insure or underwrite the Benefit Plan liability of Employer and is not financially responsible for the claims and/or expenses incident to the Benefit Plans. Infinisource has no duty or obligation to defend any legal action or proceeding brought to recover benefits under the Benefit Plans; however, Infinisource will provide to Employer and/or Employer's legal counsel, upon request and subject to any limitations described in this Agreement, any documentation in Infinisource's possession that may relate to such claim for benefits and/or expenses. Q. Termination of Agreement Either party may terminate all or part of this Agreement for any reason effective no earlier than 60 days after written notice is provided to the other party. This Agreement will automatically terminate on the earliest of the following dates. I. Twenty-four (24) months after the service effective date as described in Section 3.A. 2. The date that all Benefit Plans for which related services are provided under this Agreement have been terminated. 3, If the reason for termination is the failure by Employer to pay a fee by the due date(including any grace period), termination of this Agreement will be retroactively effective as of the last day of the period for which a fee was properly made in accordance with this Agreement, except as otherwise provided in writing by Infinisource. 4. The date that this Agreement or all of the Benefit Plans for which related services are provided in accordance with this Agreement become in violation of applicable law. Termination of this Agreement shall not terminate the rights or obligations of either party arising prior to the effective date of such termination. The indemnity and confidentiality provisions of this Agreement shall survive its termination. R. Recordkeeping Infinisource will maintain the usual and customary books, records and documents, including electronic records in Infinisource's possession, for the greater of the term of this Agreement plus 30 days or eight years following the date the record was created or received by Infinisource. During this period, Employer has the right of continuing access to these documents, and as such Infinisource will deliver copies of all such books, records and documents in its possession to Employer or its designee as soon as possible but no later than 30 days after Employer has provided a written request for such documents. Employer shall be required to pay Infinlsource's reasonable charges for transportation or duplication of such records. Infinisource Service Agreement - HIPAA Confidentiality Appendix This HIPAA Confidentiality Appendix ("Appendix") is by and between Employer in its individual capacity and on behalf of its group health plans) ("Plan(s)") and Infinisource, in its capacity as service provider to both the Plan and Employer. This Appendix is incorporated into and made a part of the Infinisource Service Agreement ("Agreement") between Employer and Infinisource. The effective date of this Appendix is the effective date of the Agreement. This Appendix is effective until terminated as set forth below or the Agreement is terminated in accordance with the terms of the Agreement. A. Scope and Purpose Generally, this Appendix is intended to comply with the privacy, security, breach notification and enforcement rules at 45 CFR Parts 160 and 164 ("HIPAA Rules"), issued pursuant to the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Health information Technology for Economic and Clinical Health Act ("HITECH Act"), The parties agree and acknowledge that this Appendix is intended to serve the same purposes as a Business Associate Agreement as that term is defined in the HIPAA Rules. In agreeing to this Appendix, both Employer and Infinisource acknowledge that the Plan and Employer are separate and distinct entities and that Infinisource may perform services both on behalf of the Plan and also on behalf of Employer in its capacity as Plan Sponsor. Infinisource is considered a Business Associate under the HIPAA Rules only with respect to services it performs on behalf of the Plan, which is a Covered Entity under HIPAA, if any, and an Agent of Employer with respect to services it performs on behalf of Employer/Plan Sponsor, if any. This Appendix sets forth the responsibilities of Infinisource in its capacity as a Business Associate and in its capacity as Agent of Employer, as required by HIPAA Rules. See 45 CFR §164.504(e) & (f) for more information. This Appendix also sets forth Employer's responsibilities under this Appendix. Infinisource is referred to as Agent of Employer in this Appendix for the sole purpose of identifying the distinction between its role as a service provider to the Plan and as a service provider to Employer related to the use and disclosure of health information. The use of the term "agent" is not intended to define the legal relationship between Employer and Infinisource. A reference in this Appendix to a section in the HIPAA Rules means the section as in effect or as amended. Any ambiguity in this Appendix will be interpreted to permit compliance with the HIPAA Rules. B. Definitions The following terms used in this Appendix have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information ("PHI"), Required by Law, Secretary, Security incident, Subcontractor, Unsecured PHI and Use. Other capitalized terms used but not defined in this Agreement have the same meaning asthose terms are defined in the HIPAA Rules. Otherdefined terms are as follows: 1. "Business Associate" has the same meaning as the term "business associate" at 45 CFR §160.103. 2. "Covered Entity" generally has the same meaning as the term "covered entity" at 45 CFR §160.103. Vlll:;,0611qi.