Under what conditions can the Degree Wellness Business Associate Agreement be terminated immediately for cause?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) Termination for Cause. A breach of any provision of this Agreement by Business Associate shall constitute a material breach of this Agreement and shall provide grounds for immediate termination of this Agreement and/or the Services Agreement, any provision in this Agreement or the Services Agreement to the contrary notwithstanding.
- (d) Judicial or Administrative Proceedings. Either Party may terminate the Services Agreement, effective immediately, if (i) the other Party is named as a defendant in a criminal proceeding for a violation of HIPAA, the HIPAA Regulations, the HITECH Act, or other security or privacy laws or (ii) a finding or stipulation that the other Party has violated any standard or requirement of HIPAA, the HIPAA Regulations, the HITECH Act or other security or privacy laws is made in any administrative or civil proceeding in which the Party has been joined.
(e) Effect of Termination.
(1) Except as provided in paragraph (2) of this section, upon termination of this Agreement for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall certify in writing to Covered Entity that such PHI has been destroyed.
- (2) In the event that Business Associate determines that returning or destroying the PHI is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction unfeasible.
Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI unfeasible, for so long as Business Associate maintains such PHI.
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, the Business Associate Agreement can be terminated immediately for cause if the Business Associate breaches any provision of the agreement. This constitutes a material breach and provides grounds for immediate termination, regardless of any conflicting provisions in the agreement or the Services Agreement.
Additionally, either party can terminate the Services Agreement immediately if the other party is named as a defendant in a criminal proceeding for violating HIPAA, the HIPAA Regulations, the HITECH Act, or other security or privacy laws. Immediate termination is also possible if there is a finding or stipulation in any administrative or civil proceeding that the other party has violated any standard or requirement of these laws.
Upon termination, the Business Associate must either return or destroy all Protected Health Information (PHI) received from the Covered Entity or created on their behalf. If returning or destroying the PHI is not feasible, the Business Associate must notify the Covered Entity and extend the protections of the agreement to the PHI, limiting further uses and disclosures to only those purposes that make the return or destruction unfeasible. This ensures the continued protection of sensitive health information even after the agreement ends.