Metabolic Code Practitioner Contract
Thank you for becoming a Metabolic Code Practitioner! The following agreement outlines the responsibilities, protections, and expectations for both parties. Please review each section carefully and complete all required fields before signing.
These Standard Terms and Conditions form part of this Agreement as defined on the Cover Page.
(a) MCE offers a proprietary assessment and treatment planning system, the "Metabolic Code™," which includes a software-as-a-service (SaaS) application and related services, focusing on the cataloging, organizing, analyzing and reporting on Client Content, including the utilization of Personal and Protected Health Information of Customers in order to provide personal wellness assessments and reports (each a “Metabolic Code Report”).
(b) Client seeks MCE's provision of this platform and associated services.
(c) MCE and Client (each a "Party," collectively, the "Parties") wish to formalize their agreement governing the provision, access, and use of the Metabolic Code™ Platform, along with related services.
In light of the above, the Parties agree as follows:
Section 1. Defined Terms
1.1. The following terms shall have the meanings set forth below, in addition to any other terms defined in this Agreement:
(a) Agreement: As defined on the Cover Page.
(b) Monthly Subscription Fees: Fees payable to MCE for access to and use of the Metabolic Code™ Platform, including Hosting and any related Maintenance and Support Services.
(c) Authorized User: An employee of Client authorized to access and use the Metabolic Code™ Platform on behalf of Client.
(d) Business Associate Agreement (“BAA”): The contract between Client, as a HIPAA-covered entity (a “Covered Entity”), and MCE as their business associate (a “Business Associate”) which outlines the responsibilities and liabilities of both parties regarding the use, storage, and disclosure of PHI.
(e) Business Day: Monday to Friday, excluding statutory holidays.
(f) Claim: Any legal, administrative, regulatory, or investigative demand, action, or proceeding.
(g) Confidential Information: Information marked as confidential or that should reasonably be understood as confidential, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"). This includes Client Content, the Metabolic Code™ Platform, trade secrets, proprietary information, technical processes, software, Documentation, test results, business plans, financial data, and the terms and conditions of this Agreement.
(h) Client Content: Digital materials and data uploaded by Client into the Metabolic Code™ Platform in specified formats. This excludes Personal Information but may include operational details such as addresses, emails, phone numbers, photographs, licenses, and documents.
(i) Customers: Any individual or entity for whom/which Client has provided services or products or will provide services or products.
(j) Deficiencies: Failures of the Metabolic Code™ Application to meet the Specifications or any errors that impair its operation.
(k) Documentation: User guides, instructions, manuals, and online help files provided by MCE regarding the Metabolic Code™ Platform's functionality and usage, including system requirements.
(l) Fees: Payments due from Client to MCE, including Monthly Subscription Fees, Metabolic Code Report Fees and Professional Services Fees, as outlined in this Agreement or any Statement of Work.
(m) Hosting: The operation and maintenance of the Metabolic Code™ Platform by MCE for Client's benefit on MCE's or its subcontractors' servers.
(n) Intellectual Property Rights: All forms of intellectual and industrial property rights, including patents, trademarks, copyrights, trade secrets, and other proprietary rights, whether registered or not, along with related applications and renewals.
(o) Losses: Any damages, fines, penalties, liabilities, costs, and expenses (including legal fees) arising from Claims or defaults.
(p) Maintenance Release: Any enhancements, updates, error corrections, or improvements to the Metabolic Code™ Application provided by MCE, excluding new functionalities identified as separate products or services.
(q) Maintenance and Support Services: Services provided for the upkeep and support of the Metabolic Code™ Platform as described in this Agreement.
(r) Modify: To make changes or improvements, including Maintenance Releases, to the Metabolic Code™ Platform or its components.
(s) Patients: Any individual or entity for whom/which Client has provided services or products or will provide services or products as a Covered Entity and to which PHI may be provided by the Patient as a result of the service or products being so provided.
(t) Personal Information: Data, (including Protected Health Information as defined herein) about an identifiable individual, subject to privacy regulations including, but not limited to the Health Insurance Portability and Accountability Act (HIPAA), the General Data and Protection Regulation GDPR, the Federal Trade Commission Act (FTCA), the Health Information Technology for Clinical and Economic Health (HITEC) Act and any applicable State privacy laws.
(u) Professional Services: Services provided by MCE related to the Metabolic Code™ Platform or other services as detailed in any Statement of Work.
(v) Professional Services Fees: Payments due to MCE for Professional Services as specified in any Statement of Work.
(w) Protected Health Information (“PHI”): Shall have the same meaning as the term “protected health information” in 45 CFR § 160.103, limited to the information created, transmitted or received by MCE (as a Business Associate) from or on behalf of Client (as a Covered Entity).
(x) Services: Collectively, the SaaS, Hosting, Professional Services, and Maintenance and Support Services provided through the Metabolic Code™ Platform.
(y) Specifications: Performance standards and requirements for the Metabolic Code™ Application as set forth in this Agreement or the Documentation.
(z) Statement of Work: A mutually agreed document outlining specific work to be performed under or related to this Agreement.
(aa) Metabolic Code™ Application: The proprietary assessment and treatment planning system developed by MCE, used for cataloging, analyzing, organizing, and reporting Client Content.
(bb) Metabolic Code™ Platform: The Metabolic Code™ Application, along with the associated Hosting and technology infrastructure provided by MCE, as described in any Statement of Work and as may be modified during the Term.
Section 2. Metabolic Code™ Platform
2.1 MCE will provide the Client with access to and use of the Metabolic Code™ Platform in exchange for the Monthly Subscription Fees. This access is for the Client’s internal use only and is non-transferable and non-exclusive, in line with this Agreement.
2.2 MCE may update the Metabolic Code™ Platform during the Term to maintain its effectiveness, as long as the updates do not materially degrade its functionality and meet MCE's obligations under this Agreement, subject to Section 4.1.
2.3 MCE will provide updated Documentation to the Client throughout the Term.
2.4 The Client acknowledges that MCE has agreements with third-party entities for services related to Hosting and data storage, as well as integrated entities, such as laboratories and other diagnostics providers. MCE is responsible for those subcontractors which relate to Hosting and data storage as if MCE itself performed the services. However, MCE disclaims that cannot ensure the performance or efficiency of integrated entities such as laboratories and other diagnostics providers in the provision of Services via the Metabolic Code™ Platform. Notwithstanding, MCE will undertake all best efforts to utilize integrated entities which perform with a reasonable level of efficiency.
2.5 MCE will maintain business continuity and disaster recovery plans to ensure the continued provision of Services via the Metabolic Code™ Platform.
2.6 MCE reserves the right to temporarily suspend Services if the Client, its employees, or Authorized Users commit acts that materially and adversely impact MCE’s systems or its ability to serve other customers, with prompt written notice to the Client.
Section 3. MCE Professional Services
3.1 MCE may perform Professional Services as requested by the Client in exchange for the applicable Professional Services Fees. Deliverables will be provided as outlined in any Statements of Work, which will detail additional access to the Metabolic Code™ Platform, Professional Services, Deliverables, roles and responsibilities, timelines, and estimated fees. Once executed, these Statements of Work become binding and part of this Agreement.
3.2 Either Party may request modifications to an executed Statement of Work through a written Change Order. MCE will provide cost estimates and revised timelines for the requested changes. A Change Order is effective only when signed by both Parties and becomes part of the applicable Statement of Work under this Agreement.
Section 4. Maintenance and Support Services
4.1 As part of the Monthly Subscription Fees, MCE will provide the Client with maintenance and support services during the Term. This includes Maintenance Releases and access to MCE’s support team for inquiries and Deficiency resolution. MCE will use commercially reasonable efforts to resolve Deficiencies. Notwithstanding, in the event that a Deficiency is caused by an integrated entity (such as a laboratory or diagnostic provider), MCE will use commercially reasonable efforts to work with the entity to resolve the Deficiency but cannot ensure the actions of such third parties.
4.2 MCE will provide Client with a protocol for the procurement of Maintenance and Support Services, including a Ticketing System for issue resolution. Client agrees to utilize the Ticketing System for resolution of all Maintenance and Support matters.
Section 5. Additional MCE Obligations
5.1 MCE will perform its duties and obligations under this Agreement diligently, in good faith, and in a reasonable and prudent manner.
5.2 Pursuant to the HIPAA Administrative Simplification provisions, the Secretary of Health and Human Services issued Standards for Privacy of Individually Identifiable Health Information (“Privacy Rule”) and the Security Standards (the Privacy Rule, Security Standards and HITECH Amendments are collectively referred to as the “HIPAA Standards”) MCE will enter into a BAA (Exhibit A) with Client in order to indicate compliance with the provisions of both the Privacy Rule and the Security Standards with respect to PHI disclosed to such business associates by the Client.
5.3 MCE will provide the Client with requested information and assistance reasonably necessary for the implementation and performance of this Agreement.
Section 6. Information Security
6.1 MCE will use appropriate security measures to protect Client Content, as well as any Personal Information of Customers from unauthorized access, disclosure, or use. These measures will include commercially available network security tools and appropriate fraud prevention and encryption technologies. Furthermore, MCE will undertake all appropriate security measures to protect PHI pursuant to the terms of the BAA.
6.2 MCE will monitor these security measures and promptly notify the Client of any suspected or actual unauthorized access, use, disclosure, or alteration of Client Content, as well as any unauthorized access to PHI pursuant to the terms of the BAA.
Section 7. Client Responsibilities
7.1 The Client will provide MCE with requested information and assistance reasonably necessary for the implementation and performance of this Agreement.
7.2 The Client will agree to enter into a Training Addendum which will outline the training required to be undertaken by different types of Authorized Users, including but not limited to practitioners, dietitians and personal trainers. Training which is subject to this Addendum will include the proper utilization of the Metabolic Code™ Platform, as well as compliance with all suggested protocols.
7.3 The Client is responsible for its use of the Metabolic Code™ Platform and must comply with all applicable laws, including copyright and privacy laws. The Client is solely responsible for the accuracy and legality of its Content and represents that it has all necessary rights and licenses to provide the Content to MCE. The Content must not contain Personal Information.
7.4 The disclosure of any and all PHI (as defined in 45 CFR § 160.103) as part of Client’s regular business operation will be governed by the terms of the BAA.
7.5 The Client and its Authorized Users will not: (a) lend, rent, sell, transfer or distribute the Metabolic Code™ Platform (or any components thereof) to third parties or use same as an application service provider, service bureau, or rental source for third parties; (b) make copies of the Metabolic Code™ Platform in whole or in part in printed or machine-readable form; (c) undertake any de-compilation, disassembly, reverse engineering techniques or similar methods to determine any design, structure, concepts or construction method of the Metabolic Code™ Platform; or (d) access any portion of the Metabolic Code™ Platform otherwise than in accordance with this Agreement. If unauthorized access is obtained, the Client must inform MCE and follow its instructions for disposing of the information. The Client will honor all reasonable written requests made by MCE to assist MCE in protecting the rights of MCE in and to the Metabolic Code™ Platform, including all Modifications thereto and any other MCE programs, data bases, screen formats, report formats, interactive design techniques, supporting documentation, or procedures which Client’s access to the Metabolic Code™ Platform may permit Client or its Authorized Users to become aware of or to access, including Intellectual Property Rights.
7.6 The Client will maintain the security of identification codes and passwords (the “Passwords”) used to access the Metabolic Code™ Platform and is responsible for actions taken under them. Access to the Metabolic Code™ Platform will be limited to those Authorized Users identified by Client to MCE and in no event will any Passwords be shared with any unauthorized users without the written consent of MCE.
7.7 The Client will supply all necessary hardware and software to access the Metabolic Code™ Platform and is responsible for their performance and compatibility.
7.8 The Client will perform its responsibilities under this Agreement and any Statements of Work in a timely manner. MCE's performance is dependent on the Client's timely decisions and satisfaction of its responsibilities. MCE will not be liable for delays caused by the Client's untimely performance or events beyond MCE’s reasonable control, including force majeure.
Section 8. Client Obligations
8.1 Client agrees that during the term of this Agreement it shall not enter into an agreement with a third-party to provide technology to provide assessments of metabolic health which is similar to the Metabolic Code™ Platform without the prior written consent of MCE.
8.2. During the term of this Agreement, and for a period of two (2) years after termination Client agrees and covenants not to undertake the development of a technology platform for assessing metabolic health which is similar to or which competes with the Metabolic Code™ Platform.
8.3 Client agrees not to utilize any third-party laboratory not provided by MCE for Patient or Customer assessment and program development within the practice of metabolic health, without prior written consent. Client also agrees not to implement or provide metabolic health programs which are similar to, or competitive with MCE without prior written consent.
Section 9. Fees and Payments
9.1 Client shall pay Fees according to the invoices based on the amounts and schedule specified in: (i) the Cover Page for Services agreed upon as of the Effective Date; and (ii) any future Services agreed upon in any Statement(s) of Work.
9.2 Client must pay invoices upon receipt or within thirty (30) days, depending on the services provided. Overdue accounts will incur interest at the prime rate as published by the Wall Street Journal on the date payment is due. MCE may suspend Client’s access to the Metabolic Code™ Platform for non-payment.
9.3 All amounts in this Agreement are in United States dollars and must be paid in United States dollars.
9.4 Client is responsible for any taxes imposed on the Fees or Services by a governmental authority.
Section 10. Proprietary Rights
10.1 Ownership: (a) MCE: MCE retains sole ownership of the Metabolic Code™ Platform, any Modifications, MCE’s Confidential Information, and all Deliverables (unless otherwise stated in a Statement of Work). Client shall not modify the Metabolic Code™ Platform.
(b) Client: Client retains ownership of its Confidential Information and Client Content. MCE will not challenge Client’s ownership. Client grants MCE a non-exclusive, non-transferable license to use Client Content solely to provide the Services.
(c) Data: Client and MCE agree that everything created, developed or produced in the use of the Metabolic Code™ Platform (including through the use of licensed Client Content and permitted data from the BAA) including, without limitation, specifications, reports, records, files, documents, memoranda, schedules, recordings, information and other materials or data (collectively “Data”) in any form will be co-owned equally as between Client and MCE. The commercialization of any Data will be subject to a revenue split between the Parties which shall be negotiated in good faith.
10.2 Indemnification:
(a) Each Party will indemnify the other for Claims and Losses resulting from the indemnifying Party’s breach of Section 10.3, gross negligence, or willful misconduct.
(b) MCE will defend and indemnify Client against Claims asserting that the Metabolic Code™ Platform misappropriates a U.S. trade secret or infringes U.S. copyright or patent rights. If such a Claim arises, MCE may: (i) modify the Platform to avoid infringement; (ii) procure the right for Client to continue using it; or (iii) refund the fees paid for the affected component. This indemnity is Client’s exclusive remedy.
(c) MCE is not liable for Claims arising from Client’s modifications, use of the Platform after the Term, or use contrary to the Agreement or Documentation.
(d) Client will defend and indemnify MCE against Claims asserting that MCE’s use of Client Content infringes a U.S. trade secret or copyright.
(e) The Indemnified Party must notify the Indemnifying Party of any Claims. The Indemnifying Party will take control of the defense and investigation of the Claim, at its expense, with reasonable cooperation from the Indemnified Party.
(f) Settlements involving payment require written approval from the Indemnified Party, which cannot be unreasonably withheld.
(g) If the Indemnifying Party does not assume control, the Indemnified Party may defend the Claim at the Indemnifying Party’s expense.
10.3 Confidentiality:
(a) Each Party must keep the other’s Confidential Information confidential and use it only as necessary to perform this Agreement. Disclosure is limited to employees, advisors, and subcontractors who need to know and are bound by confidentiality obligations.
(b) Confidentiality obligations do not apply to information that is: (i) public, (ii) received without restriction from a third party, (iii) already in possession without obligation, (iv) approved for disclosure, (v) legally required to be disclosed, or (vi) independently developed.
10.4 Breaches of Section 10.3 may cause irreparable harm, entitling the non-breaching Party to injunctive relief.
Section 11. Representations and Warranties
11.1 Each Party represents and warrants that:
11.1(a) It is duly organized, validly existing, and in good standing under its jurisdiction’s laws;
11.1(b) It has the authority to execute and perform its obligations under this Agreement;
11.1(c) The execution and performance of this Agreement have been duly authorized;
11.1(d) Entering this Agreement and performing obligations will not violate any agreement, duty, or applicable law.
11.2 Except as required by law or expressly stated in this Agreement, MCE disclaims all warranties related to the Metabolic Code™ Platform, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Section 12. Limitation of Liability
12.1 Each Party's liability to the other for damages due to breach of this Agreement is capped at the total Fees paid by the Client to MCE in the 12 months preceding the written notice of the breach. Parties are only liable for direct damages and not for economic, consequential, incidental, special, punitive, or exemplary damages, including but not limited to loss of profit, business, data, use, opportunity, increased overhead, or business interruption.
12.2 The limitations in Section 12.1 do not apply to breaches of Sections 10.2 and 10.3.
Section 13. Dispute Resolution
13.1 In the event of a dispute ("Dispute"), either Party may request a meeting to resolve it. If unresolved within 30 Business Days, either Party may submit the Dispute to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation as provided herein, then it will be submitted to JAMS, or its successor, for final and binding arbitration in accordance with the provisions of this Section.
13.2 Disputes concerning Intellectual Property, Confidential Information, or claims involving death or injury ("Non-Arbitrable Disputes") are excluded from arbitration and may proceed directly to court. All other Disputes will be resolved by binding arbitration. The arbitration decision can be enforced in any court with jurisdiction.
13.3 The arbitration will be presided over by a mutually agreed arbitrator. If the Parties cannot agree, either may request a court to appoint one. The arbitrator must be independent, skilled in the subject matter, and not involved in any competing business. Arbitration will take place in Dallas, Texas, unless otherwise agreed. Each Party bears its own costs and shares arbitration costs equally, subject to final allocation by the arbitrator.
13.4 While a Dispute is being resolved, both Parties must continue fulfilling their obligations under this Agreement unless the Agreement is terminated or expires.
13.5 For Non-Arbitrable Disputes, a Party may proceed directly to court without using this Dispute Resolution procedure.
Section 14. Termination
14.1 This Agreement may be terminated by either Party:
(a) For a material breach by the other Party that remains uncured after 30 days of receiving written notice, or if the breach is incurable;
(b) If the other Party undergoes bankruptcy, reorganization, liquidation, ceases business, or has a receiver or similar person appointed over its property, or if any legal process remains in force against the other Party for more than 30 days.
14.2 The Client may terminate a Statement of Work for convenience with two months' notice, remaining liable for fees due for services rendered up to the notice date and the Monthly Subscription Fees for the termination month.
14.3 Effects of Termination:
(a) Termination does not affect liabilities or obligations accrued before termination or any damages/remedies available due to such termination.
(b) The Client remains liable for all Fees due before the termination date.
(c) Upon termination, each Party must return or destroy all Confidential Information, except for archival copies, which must remain confidential indefinitely.
(d) Termination revokes the Client's access to the Metabolic Code™ Platform.
(e) Provisions intended to survive termination, expressly or by their nature, shall remain in effect.
(f) All termination rights are in addition to any other rights under this Agreement, at law, or in equity.
Section 15. General Provisions
15.1 This Agreement is governed by Delaware law, and the Parties submit to Texas courts' jurisdiction for any disputes, subject to Section 13.
15.2 This Agreement is the entire agreement between the Parties. No changes or waivers are valid unless in writing and signed by both Parties.
15.3 No modifications or waivers are valid unless in writing and signed by the affected Parties.
15.4 If any part of this Agreement is invalid, illegal, or unenforceable, it will be severed or limited to preserve the Parties' intent, and the remainder will continue in effect.
15.5 This Agreement binds the Parties and their successors and permitted assigns. MCE may assign the Agreement without the Client's consent in specific circumstances. The Client cannot assign this Agreement without MCE’s prior written consent.
15.6 Obligations, except payment, are suspended if hindered by a force majeure event. If the event lasts over 45 days, the unaffected Party may terminate the Agreement.
15.7 Neither Party may issue public communications about this Agreement without the other Party's consent, except as required by law. MCE may list the Client as a client on its website or marketing materials.
15.8 This Agreement does not create an agency, partnership, or joint venture.
15.9 Notices must be in writing and sent by personal delivery, registered mail, or receipted email to the addresses specified below:
If to Client:
ADDRESS: _________________________________
_________________________________
ATTENTION: _________________________________
EMAIL: _________________________________
If to MCE:Metabolic Code Enterprises, Inc.Ida Street, Cincinnati, OH 45202Attention: Fritz GeerEmail: fgeer@metaboliccode.com
15.10 Terms suggesting the singular include the plural and vice versa. Other interpretive rules are specified to clarify the Agreement's intent.
15.11 This Agreement may be executed in counterparts, each of which is an original, and all of which together form one document.
IN WITNESS WHEREOF the Parties hereto, each acting under due and proper authority, have executed this Metabolic Code™ Platform Agreement as of the date first written above.
Per:
Name:
Title:
Date Signed:
This Business Associate Agreement (this “Agreement”), effective (the “Effective Date”), is entered into between , a practitioner licensed to practice in (the “Covered Entity”), with an address at and Metabolic Code Enterprises, Inc., with an address at 1271 Ida St., Cincinnati, OH 45202 (“Metabolic Code”).
BACKGROUND
NOW, THEREFORE, in consideration of the Covered Entity’s engagement of Metabolic Code to provide certain services to the Covered Entity, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:
TERMS
1.1 Use and Disclosure of Protected Health Information. Metabolic Code will use and disclose the Protected Health Information only: (a) for purposes of performing services under the Services Agreement; (b) as permitted or required by this Agreement; or (c) as required by Law.
1.2 Protection of Protected Health Information. Metabolic Code will implement and use reasonable safeguards to prevent use or disclosure of the Protected Health Information other than as provided for under this Agreement. Metabolic Code will implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Electronic Protected Health Information that it creates, receives, maintains or transmits on behalf of the Covered Entity.
1.3 Improper Use or Disclosure Reporting. If Metabolic Code becomes aware of a use or disclosure of the Protected Health Information by Metabolic Code that is not permitted under this Agreement, Metabolic Code will timely report the use or disclosure to the Covered Entity. Metabolic Code agrees to report to the Covered Entity any Security Incident (as defined in 45 CFR § 164.304) of which it becomes aware, except that, for purposes of this reporting requirement, the term “Security Incident” does not include inconsequential incidents that occur on a daily basis such as scans or “pings” that are not allowed past Metabolic Code’s firewall.
1.4 Mitigation. Metabolic Code will mitigate, to the extent practicable, any harmful effect that is known to Metabolic Code of a use or disclosure of Protected Health Information by Metabolic Code in violation of the requirements of this Agreement;
1.5 Subcontractors. Metabolic Code will enter into a written agreement with any agent, subcontractor, or any other third party to which Metabolic Code discloses, or permit access to, the Protected Health Information. The agreement will bind any such agent, subcontractor or other third party to the same restrictions, conditions, and required disclosures that apply to Metabolic Code under this Agreement. Metabolic Code will ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information, agrees to implement reasonable and appropriate safeguards to protect it.
1.6 Access.
(a) If the Covered Entity requests that Metabolic Code furnish the Covered Entity with access to any Protected Health Information contained in a Designated Record Set, then Metabolic Code will make available to the Covered Entity the Protected Health Information within 10 days of receipt of a request for so long as the Protected Health Information is maintained in the Designated Record Set.
(b) If any individual requests access to the Protected Health Information directly from Metabolic Code, Metabolic Code will timely forward the request to the Covered Entity and take no direct immediate action on the request. If the Covered Entity determines that an individual is to be granted access to the Protected Health Information, then Metabolic Code will cooperate with the Covered Entity to provide to any individual, at the Covered Entity’s direction, any Protected Health Information requested by the individual. All decisions to grant or deny access to the Protected Health Information as requested by any individual are the sole responsibility of the Covered Entity.
(c) This Section does not apply if Metabolic Code maintains no Designated Record Set for or on behalf of the Covered Entity.
1.7 Amendment.
(a) If the Covered Entity requests that Metabolic Code amend any individual’s Protected Health Information or a record regarding an individual contained in a Designated Record Set, then Metabolic Code will timely provide the relevant Protected Health Information to the Covered Entity for amendment and incorporate any amendments in the Protected Health Information as required by 45 C.F.R. § 164.526.
(b) If an individual requests directly to Metabolic Code that the Protected Health Information be amended, Metabolic Code will timely forward the request to the Covered Entity and will take no direct immediate action on the request. All decisions to amend or deny requests for amendments to the Protected Health Information are the sole responsibility of the Covered Entity.
1.8 Records Availability. Metabolic Code will make its internal practices, books and records relating to the use and disclosure of the Protected Health Information reasonably available to the Secretary or any other officer of employee of the Department of Health and Human Services to whom authority has been delegated for purposes of determining the Covered Entity's compliance with the Privacy Standards.
1.9 Accounting of Disclosures.
(a) If the Covered Entity requests that Metabolic Code furnish an accounting of disclosures of the Protected Health Information made by Metabolic Code regarding an individual during the 6 years before the date on which the accounting was requested, then Metabolic Code will, within 10 days of request, make available to the Covered Entity the information as is in Metabolic Code’s possession and is required for the Covered Entity to make the accounting required by 45 C.F.R. § 164.528.
(b) If an individual requests an accounting of disclosures directly from Metabolic Code, Metabolic Code will timely forward the request to the Covered Entity and will take no direct action on the request. All preparation and delivery of accountings requested by individuals are the sole responsibility of the Covered Entity.
(c) Metabolic Code will document any disclosures of PHI from an Electronic Health Record, in accordance with the requirements of the HITECH Amendments and, upon receipt of a written request from the Covered Entity, furnish an accounting of the disclosures.
1.10 Additional Uses and Disclosures.
(a) Except as otherwise limited in this Agreement, Metabolic Code may use and disclose the Protected Health Information for the proper management and administration of Metabolic Code or to carry out the legal responsibilities of Metabolic Code, as permitted under 45 C.F.R § 164.504(e)(4).
(b) Except as otherwise limited in this Agreement, Metabolic Code may use the Protected Health Information to provide Data Aggregation services to the Covered Entity as permitted by 42 C.F.R. § 164.504(e)(2)(i)(B).
(c) Metabolic Code may use and disclose the Protected Health Information to report violation of law to appropriate federal and state authorities, consistent with 45 C.F.R. § 164.502(j)(1).
1.11 HITECH Amendments Compliance. Metabolic Code understands that pursuant to the HITECH Amendments, it is subject to the HIPAA Privacy Rule and Security Standards in a similar manner as the rules apply to the Covered Entity. As a result, Metabolic Code agrees to take all actions necessary to comply with the HIPAA Privacy Rule and Security Standards for business associates, as revised by the HITECH Amendments, including the following: Metabolic Code will: appoint a HIPAA privacy officer and a HIPAA security officer; establish policies and procedure to ensure compliance with the HIPAA Standards; train its workforce regarding the HIPAA Standards; and conduct a security analysis and prepare a written Security Standards compliance plan.
1.12 Breach Notification. Metabolic Code will comply with the breach notification requirements included in the HITECH Amendments, as follows:
(a) If Metabolic Code discovers a breach of unsecured PHI, as defined in 45 CFR § 164.202, Metabolic Code will notify the Covered Entity without unreasonable delay and within 10 calendar days of the discovery. “Discovery” means the first day on which the breach is known to Metabolic Code or, through the exercise of reasonable diligence, would have been known to Metabolic Code. Metabolic Code is deemed to have knowledge of a breach if the breach is known or, through the exercise of reasonable diligence, would have been known to any person, other than the person committing the breach, who is an employee, officer, subcontractor or other agent of Metabolic Code. The notification must include identification of each individual whose unsecured PHI has been or it is reasonably to have been breached and any other available information in Metabolic Code’s possession which Business Associate is required to include in the individual notice contemplated by 45 CFR §164.404.
(b) Notwithstanding the immediately preceding subsection, Metabolic Code will assume the aforementioned individual notice obligation on the Covered Entity’s behalf where a breach of unsecured PHI was committed by Metabolic Code or its agent or is known only to Metabolic Code as opposed to the Covered Entity. In this case, Metabolic Code will prepare the notice and provide it to the Covered Entity for review and approval at least 5 calendar days before it is required to be sent to the affected individual. The Covered Entity will promptly review the notice and not unreasonably withhold its approval.
(c) Where the breach involves more than 500 individuals and was committed by Metabolic Code or its agents or is known only to Metabolic Code as opposed to the Covered Entity, Metabolic Code will provide notice to the media pursuant to 45 CFR § 164.406. Metabolic Code will prepare the specified notice.
(d) Metabolic Code will maintain a log of breaches of unsecured PHI with respect to the Covered Entity and submit the log to the Covered Entity within 30 calendar days following the end of each calendar year so that the Covered Entity may report breaches to the Secretary in accordance with 45 CFR §164.408. This requirement takes effect with respect to breaches occurring on or after September 23, 2009.
2.1 General Compliance. The Covered Entity will comply with the HIPAA Standards.
2.2 Notice of Privacy Practices. To the extent applicable, the Covered Entity will notify Metabolic Code of any limitation in the Covered Entity’s notice of privacy practices in accordance with 45 C.F.R. § 164.520, to the extent that the limitation may affect Metabolic Code’s use or disclosure of the Protected Health Information.
2.3 Individual’s Request. To the extent applicable, the Covered Entity will notify Metabolic Code of any changes in, revocation of, permission by an Individual to use or disclose the Protected Health Information, to the extent that the changes may affect Metabolic Code’s use or disclosure of the Protected Health Information.
2.4 Restrictions of Covered Entity. To the extent applicable, the Covered Entity will notify Metabolic Code of any restriction to the use or disclosure of the Protected Health Information that the Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that the restriction may affect Metabolic Code’s use or disclosure of the Protected Health Information.
3.1 Term. This Agreement becomes effective on the Effective Date and, unless otherwise provided for in this Agreement, has a term that runs concurrently with that of the last expiration date or termination of the Services Agreement.
3.2 Termination. Notwithstanding anything to the contrary stated in the Agreement, the Covered Entity may terminate this Agreement immediately upon notice to Metabolic Code if the Covered Entity reasonably determines that Metabolic Code has breached a material term of this Agreement. Upon termination under this Section or upon termination or expiration under any other provision of the Services Agreement, Metabolic Code will, if feasible, return to the Covered Entity, or destroy, all Protected Health Information. Metabolic Code will not retain any copy of the Protected Health Information in any form. If the return or destruction of the Protected Health Information is not feasible, Metabolic Code will: (a) inform the Covered Entity that the return or destruction is not feasible; (b) limit any further use or disclosure to those purposes that make the return or destruction of the Protected Health Information not feasible; and (c) extend all provisions and obligations of Metabolic Code under this Section for as long as Metabolic Code maintains the Protected Health Information. This Section survives the termination or expiration of this Agreement.
4.1 Amendment and Interpretation. Metabolic Code and the Covered Entity agree to amend this Agreement from time to time as is necessary for the Covered Entity to comply with the requirements of the Privacy Rule. Any ambiguity in this Agreement will be resolved in favor of a meaning that permits the Covered Entity to comply with the Privacy Rule.
4.2 Third Party Beneficiaries. Nothing express or implied is intended to confer or create, nor be interpreted to confer or create, any rights, remedies, obligations or liabilities to or for any third party beneficiary. Notwithstanding the foregoing, if the Covered Entity is incorporated into a legal entity, the legal entity will comply with the terms of this Agreement as if it were the Covered Entity under this Agreement.
4.3 Counterparts. This Agreement may be signed in any number of counterparts, each of which is deemed an original. Facsimile or pdf. copies of this Agreement are deemed to be originals.
IN WITNESS WHEREOF, the parties have signed this Agreement on the date set forth above.
Covered Entity:
By:
Date:
This Supplement Program and Services Agreement (“Agreement”) is entered into on (“Effective Date”), by and between Metabolic Code Enterprises, Inc., (“MC” or “MC”) and
, an individual licensed as a
, in
, OR
, a
, incorporated in the State of
.
Both the individual HCP and any entity wholly owned by such HCP shall be referred to herein as “HCP” and all provisions of this Agreement shall apply equally to the entity and the individual, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.
Healthcare Practitioner:
Address:
By signing this agreement, you confirm that you have read, understood, and agreed to the terms set forth in all three sections above.
Leave this empty:
Your legal name
Your email address
Signed by John F. Geer Signed On: May 1, 2025
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Document Name: Metabolic Code Practitioner Contract
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