Business Associate Agreement

Keisen L.L.C. — KeisenVPA (Healthcare mode)

Template version 0.3 — published draft, 2026-10-21. Draft — under legal review; not an offer to contract. This template is published so that prospective customers can read what they would sign. Its terms may change before any practice signs it, and the signed copy, not this web page, is the agreement between the parties.

Items in square brackets are blanks that will be completed before signature.

How to read this agreement

This agreement is written to be read by a practice administrator, not only by a lawyer. Most business associate agreements are written for a vendor that keeps a copy of your patients’ information on its own servers. KeisenVPA is built differently, and several clauses below are written to say what Keisen actually does rather than to recite duties that assume a copy Keisen does not hold.

In one paragraph: a clinician dictates into KeisenVPA on their own computer. The audio is transcribed on that computer and KeisenVPA never sends it anywhere. When the clinician sends a message or asks for a draft note, the transcribed text, anything the clinician typed or pasted, and any screenshots or files the clinician attached are sent over an encrypted connection to Anthropic, PBC, which generates the reply or draft and returns it. The request is made with an API credential that Keisen provisions to your practice under Keisen’s own account with Anthropic, which is covered by Keisen’s Business Associate Agreement with Anthropic for the features that agreement covers (Exhibit A, Part 3). Keisen does not run a server that stores your patients’ information, and in the ordinary operation of the product the software does not send it to Keisen. The full data flow is in Exhibit A. The subcontractors are named in Exhibit B.

1. Parties and effective date

1.1 Parties. This Business Associate Agreement (“Agreement”) is between Keisen L.L.C., a Michigan limited liability company (“Keisen” or “Business Associate”), and the organization identified in the signature block (“Customer”). Keisen and Customer are each a “Party” and together the “Parties”.

1.2 Effective Date. This Agreement takes effect on the date it has been signed by both Parties (the “Effective Date”).

1.3 Relationship to the License. This Agreement supplements, and is a condition of, Customer’s license to use the KeisenVPA software in Healthcare mode (the “License”), whether that License is a paid license or a no-charge evaluation. If this Agreement and the License or any other agreement between the Parties conflict on a matter concerning PHI, this Agreement controls.

2. Background

2.1 Customer is a Covered Entity, or a Business Associate of one, within the meaning of the HIPAA Rules, and must protect the privacy and security of Protected Health Information.

2.2 Keisen licenses KeisenVPA, a desktop application for clinical documentation, and provisions the API credential through which the application’s Healthcare mode obtains draft notes from Anthropic, PBC (together, the “Services”). In providing the Services, Keisen arranges for PHI to be transmitted to and processed by a Subcontractor on Customer’s behalf. Keisen is therefore a Business Associate of Customer (or, where Customer is itself a Business Associate, a Subcontractor of Customer).

2.3 The Parties enter this Agreement so that Keisen’s handling of PHI complies with the HIPAA Rules, including 45 CFR 164.502(e), 164.504(e), 164.308(b) and 164.314(a).

3. Definitions

Capitalized terms not defined in this Agreement have the meanings given to them in the HIPAA Rules. The following terms have these meanings:

“Breach” has the meaning in 45 CFR 164.402.

“Business Associate” has the meaning in 45 CFR 160.103 and, when capitalized without the article, refers to Keisen.

“Business Day” means Monday through Friday, excluding United States federal holidays.

“Covered Entity” has the meaning in 45 CFR 160.103.

“Designated Record Set” has the meaning in 45 CFR 164.501.

“Discovery” of a Breach or Security Incident has the meaning in 45 CFR 164.410(a)(2): the first day on which it is known, or by exercising reasonable diligence would have been known, to Keisen or to any member of Keisen’s Workforce or agent other than the person who committed it.

“HIPAA Rules” means the Privacy, Security, Breach Notification and Enforcement Rules at 45 CFR Parts 160 and 164, as amended, issued under the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act (“HITECH”).

“Implementation Guide” means the HIPAA-Configuration Implementation Guide that Anthropic, PBC publishes and that governs how Anthropic’s services may be used with PHI, as updated from time to time. Keisen will provide the version current on the Effective Date on request, and Exhibit A, Part 3 restates the conditions it imposes.

“Individual” has the meaning in 45 CFR 160.103 and includes a person who qualifies as the Individual’s personal representative under 45 CFR 164.502(g).

“License Term” means the period during which Customer holds a valid License, including any renewal and any evaluation period, as recorded in Keisen’s license records.

“Protected Health Information” or “PHI” has the meaning in 45 CFR 160.103, limited to information that Keisen creates, receives, maintains or transmits on Customer’s behalf in providing the Services, including information that a Subcontractor processes on Keisen’s behalf. PHI includes electronic PHI.

“Required by Law” has the meaning in 45 CFR 164.103.

“Secretary” means the Secretary of the United States Department of Health and Human Services or the Secretary’s designee.

“Security Incident” has the meaning in 45 CFR 164.304.

“Services” has the meaning in Section 2.2 and is limited to KeisenVPA’s Healthcare mode used with the credential Keisen provisions. Use of KeisenVPA with a credential Customer obtains on its own from Anthropic or any other provider, and use of KeisenVPA’s other modes, are not Services under this Agreement (see Exhibit A, Parts 1 and 2).

“Subcontractor” has the meaning in 45 CFR 160.103: a person or entity to whom Keisen delegates a function, activity or service involving PHI, other than as a member of Keisen’s Workforce. The Subcontractors are listed in Exhibit B.

“Unsecured PHI” has the meaning in 45 CFR 164.402.

“Workforce” has the meaning in 45 CFR 160.103.

4. Keisen’s role, stated plainly

4.1 What Keisen does. Keisen (a) licenses the KeisenVPA software, which runs on Customer’s computers; (b) maintains an organization account with Anthropic, PBC that is configured for HIPAA-regulated use under a Business Associate Agreement between Keisen and Anthropic; (c) provisions to Customer a dedicated API credential in a workspace of that organization reserved for Customer, with a spending limit; and (d) can revoke that credential.

4.2 What Keisen does not do. In the ordinary operation of the Services, Keisen does not receive, store, view or have access to Customer’s PHI, maintains no database of Customer’s notes, and does not maintain PHI in a Designated Record Set. Customer’s electronic health record remains the authoritative record of care. Where this Agreement imposes a duty on Keisen with respect to PHI that Keisen holds, that duty applies to the extent Keisen holds any, and otherwise to PHI held by a Subcontractor on Keisen’s behalf, except as Section 8.5 provides.

4.3 Why this is still a business associate relationship. Because the PHI is processed under Keisen’s account with Anthropic, using a credential Keisen controls, Keisen is the party that arranges that processing and is responsible for binding Anthropic to the protections of this Agreement. This Agreement is drafted on that basis.

5. Permitted and required uses and disclosures by Keisen

5.1 Services. Keisen may use and disclose PHI only as necessary to perform the Services for Customer, as permitted or required by this Agreement, or as Required by Law. In practice this means: causing PHI that Customer’s users submit through KeisenVPA to be transmitted to, and processed by, the Subcontractor named in Exhibit B for the purpose of generating draft clinical documentation and returning it to Customer’s user.

5.2 Management and administration. Keisen may use PHI for Keisen’s proper management and administration or to carry out Keisen’s legal responsibilities. Keisen may disclose PHI for those purposes only if (a) the disclosure is Required by Law, or (b) Keisen obtains reasonable assurances in writing from the recipient that the information will be held confidentially and used or further disclosed only as Required by Law or for the purposes for which it was disclosed, and that the recipient will notify Keisen of any instance of which it is aware in which the confidentiality of the information has been breached.

5.3 No other uses. Keisen will not use or disclose PHI in any manner that would violate Subpart E of 45 CFR Part 164 if done by Customer, except for the uses and disclosures permitted by Section 5.2. Keisen will not (a) sell PHI; (b) use or disclose PHI for marketing or fundraising; (c) use PHI to train, fine-tune or improve any machine-learning model; (d) aggregate PHI across customers; or (e) de-identify PHI, except at Customer’s written direction. Items (c) to (e) bind Keisen’s own conduct. They are not terms of Keisen’s agreement with Anthropic, PBC, and Keisen cannot add them to it. What Anthropic may do with PHI is set by that agreement and Anthropic’s terms, summarized in Exhibit A, Part 4: Anthropic does not use customer content to train its models, but it may use and disclose PHI for its own management and administration and its legal responsibilities, and may use limited content for trust and safety, for support, and to improve or tailor its service for Keisen’s organization. That organization holds the workspace of every Keisen customer, so tailoring of that kind is done for Keisen’s customers together, not for Customer alone.

5.4 Minimum necessary. Keisen will request, use and disclose only the minimum PHI necessary to accomplish the intended purpose, consistent with 45 CFR 164.502(b) and 164.514(d). Keisen may rely on Customer’s determination of what is the minimum necessary for Customer’s own requests and submissions.

6. Obligations of Keisen

6.1 Limits on use and disclosure. Keisen will not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law.

6.2 Safeguards. Keisen will use appropriate administrative, physical and technical safeguards, and will comply with Subpart C of 45 CFR Part 164 (the Security Rule) with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this Agreement. Because Keisen holds no PHI in the ordinary course, Keisen’s safeguards apply principally to the credentials, accounts, configuration and software through which PHI reaches the Subcontractor. Without limiting the foregoing, Keisen will:

1. provision each customer a separate API credential in a separate workspace, so that one customer’s credential cannot reach another customer’s activity;

2. maintain a spending limit on each customer workspace;

3. keep its Anthropic organization in the HIPAA-configured state required by Keisen’s Business Associate Agreement with Anthropic, and not change a retention, feedback, logging or data-sharing setting of that organization in a way that reduces the protection of PHI without first giving Customer notice under Section 6.6(d);

4. revoke a customer credential promptly upon termination of this Agreement, upon Customer’s request, or on evidence that it has been compromised or used outside the scope of this Agreement;

5. protect administrative access to its Anthropic organization and its license systems with multi-factor authentication and restrict it to Workforce members who need it;

6. never request that Customer send PHI to Keisen through support channels, and treat any PHI that nonetheless arrives as an incident under Section 6.4; and

7. design and maintain KeisenVPA so that it does not upload the audio or the files listed in Exhibit A, Part 2, and so that note generation in Healthcare mode sends Anthropic no content other than the request content described in Exhibit A, A1.3. Live Translation, which can also be opened from Healthcare mode, sends transcribed text to Anthropic under the same credential, as described in Exhibit A, A1.5, and must not be used with PHI.

6.3 Reporting of uses and disclosures not provided for. Keisen will report to Customer, in writing, any use or disclosure of PHI not permitted by this Agreement of which Keisen becomes aware, within ten (10) Business Days after becoming aware of it.

6.4 Reporting of Security Incidents and Breaches.

1. Timing. Keisen will report to Customer, in writing, any Security Incident involving PHI and any Breach of Unsecured PHI, without unreasonable delay and in no event later than ten (10) Business Days after Discovery. Where Keisen first learns of the Security Incident or Breach from a Subcontractor’s notice, Discovery occurs on the day Keisen receives that notice, and Keisen will forward the substance of the Subcontractor’s notice to Customer within three (3) Business Days of receipt and in any case within the ten (10) Business Day period.

2. Contents. Each report will include, to the extent known to Keisen at the time and supplemented as information becomes available: (1) the identification of each Individual whose Unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used or disclosed; (2) the date of the Breach or Security Incident, if known, and the date of Discovery; (3) a description of what happened, the scope of the incident and the types of PHI involved; (4) the steps Keisen and its Subcontractor have taken or will take to investigate, mitigate harm and prevent recurrence; and (5) any other information Customer reasonably needs to meet its obligations under 45 CFR 164.404 through 164.408.

3. Cooperation. Keisen will cooperate with Customer’s investigation and risk assessment under 45 CFR 164.402(2), and will not notify Individuals, the Secretary or the media of a Breach of Customer’s PHI unless Customer directs it to in writing or Keisen is Required by Law to do so.

4. Unsuccessful Security Incidents. The Parties acknowledge that unsuccessful Security Incidents — such as pings and other broadcast attacks on a firewall, port scans, denial-of-service attacks that do not result in access to PHI, and unsuccessful log-in attempts — occur routinely, and agree that this paragraph constitutes notice of them. No further report of an unsuccessful Security Incident is required.

6.5 Mitigation. Keisen will mitigate, to the extent practicable, any harmful effect that is known to Keisen of a use or disclosure of PHI by Keisen or its Subcontractor in violation of this Agreement.

6.6 Subcontractors.

1. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), Keisen will ensure that any Subcontractor that creates, receives, maintains or transmits PHI on Keisen’s behalf agrees in writing to the restrictions and conditions that 45 CFR 164.504(e)(5) and 164.314(a)(2)(iii) require of a subcontractor’s agreement with a business associate, including compliance with the Security Rule and a duty to report Security Incidents and Breaches to Keisen. A Subcontractor’s agreement need not repeat every commitment Keisen makes in this Agreement. Where this Agreement promises more than Keisen’s agreement with Anthropic, PBC contains (for example, Sections 5.3(c) to (e)), the promise is Keisen’s alone, and Exhibit A, Parts 3 and 4 describe what Anthropic’s agreement does contain.

2. Keisen’s Subcontractors as of the Effective Date are listed in Exhibit B, with the status of each written agreement. Keisen represents that it will not permit PHI to flow to any Subcontractor whose written agreement is not in effect.

3. Customer may obtain Keisen’s current list of Subcontractors at any time by written request to the notice address in the signature block, and the current list will also be published at the address stated in Exhibit B.

4. Keisen will give Customer at least thirty (30) days’ written notice before (1) adding a Subcontractor that will create, receive, maintain or transmit PHI, (2) materially changing the data flow described in Exhibit A, or (3) changing a configuration described in Section 6.2(c). If Customer objects in writing within that period on reasonable grounds relating to the protection of PHI and the Parties cannot resolve the objection, Customer may terminate this Agreement and the License on written notice, and Keisen will refund any prepaid License fees for the period after termination.

6.7 Access. To the extent Keisen maintains PHI in a Designated Record Set — which, as stated in Section 4.2, it does not expect to — Keisen will make that PHI available to Customer within ten (10) Business Days of Customer’s written request, so that Customer can meet its obligations under 45 CFR 164.524. If an Individual requests access directly from Keisen, Keisen will forward the request to Customer within five (5) Business Days and will not respond substantively except as Required by Law. Customer alone decides whether to grant or deny access.

6.8 Amendment. To the extent Keisen maintains PHI in a Designated Record Set, Keisen will make that PHI available to Customer for amendment, and will incorporate any amendment Customer directs, within ten (10) Business Days of Customer’s written request, so that Customer can meet its obligations under 45 CFR 164.526. If an Individual requests an amendment directly from Keisen, Keisen will forward the request to Customer within five (5) Business Days and will not respond substantively except as Required by Law. Customer alone decides whether to grant or deny amendment.

6.9 Accounting of disclosures. Keisen will document the disclosures of PHI, and the information related to those disclosures, that Customer would need to respond to an Individual’s request for an accounting under 45 CFR 164.528, and will provide that information to Customer within ten (10) Business Days of Customer’s written request. Keisen makes no disclosures of PHI in the ordinary operation of the Services other than the transmission to its Subcontractor for the purpose of providing the Services, which is a disclosure to carry out treatment, payment or health care operations and is not subject to accounting under 45 CFR 164.528(a)(1)(i). If an Individual requests an accounting directly from Keisen, Keisen will forward the request to Customer within five (5) Business Days. Customer alone prepares and delivers any accounting.

6.10 Obligations of Customer carried out by Keisen. To the extent Keisen carries out one or more of Customer’s obligations under Subpart E of 45 CFR Part 164, Keisen will comply with the requirements of Subpart E that apply to Customer in the performance of that obligation. Keisen does not carry out any such obligation under this Agreement as of the Effective Date.

6.11 Books and records. Keisen will make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Keisen on behalf of, Customer available to the Secretary for the purpose of determining Customer’s and Keisen’s compliance with the HIPAA Rules.

6.12 Workforce. Keisen will ensure that the members of its Workforce who have access to Customer’s credentials, account or PHI are trained on the requirements of this Agreement and are bound by confidentiality obligations consistent with it.

6.13 Direct obligations. Keisen acknowledges that, as a Business Associate, it is directly subject to the Security Rule and to the provisions of the Privacy Rule and the Breach Notification Rule that apply to business associates, independent of this Agreement.

7. Obligations of Customer

7.1 Lawful instructions. Customer will not request or direct Keisen to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Customer, except as permitted by Section 5.2.

7.2 Minimum necessary. Customer will submit through the Services only the minimum PHI necessary for the documentation task at hand, and is responsible for what its users attach, paste, dictate or load from a connected electronic health record.

7.3 Notices that affect Keisen’s use of PHI. Customer will notify Keisen in writing of (a) any limitation in Customer’s notice of privacy practices under 45 CFR 164.520, (b) any change in or revocation of an Individual’s permission or authorization to use or disclose PHI, and (c) any restriction on the use or disclosure of PHI that Customer has agreed to or is required to abide by under 45 CFR 164.522, in each case to the extent the limitation, change, revocation or restriction may affect Keisen’s use or disclosure of PHI. Keisen’s ability to honor a restriction is limited to the controls described in Exhibit A; where a restriction cannot be honored by those controls, Customer must not submit the affected PHI through the Services.

7.4 Conditions of use passed through from Keisen’s Subcontractor. Customer acknowledges that Keisen’s Business Associate Agreement with Anthropic, PBC covers only use that complies with the Implementation Guide, and that Anthropic treats information submitted in a manner that does not comply as outside that agreement’s protection. The conditions in Exhibit A, Part 3 are therefore terms of this Agreement that Keisen is required to pass through and cannot waive. In particular, Customer will:

1. use the Services only for documentation of care and related administrative activities such as charting, billing, coding and claims processing, and not in any direct interaction between a provider and a patient, not to diagnose a patient, and not for any treatment purpose (Exhibit A, Part 3, items 1 to 3);

2. test the Services for accuracy in Customer’s own use cases before relying on their output and periodically thereafter, and treat every output as a draft that a qualified clinician must read in full and approve before it enters the medical record;

3. permit use of the Services only by duly trained and qualified individuals who hold the licenses, certifications or authorizations required for the healthcare activity concerned, and train those individuals on this Section 7 and Exhibit A before granting access; and

4. not place PHI in any support request, screenshot or attachment sent to Keisen or to Anthropic, or in any user profile, workspace, organization or billing field.

7.5 Credential custody. The API credential Keisen provisions is for Customer’s use in KeisenVPA only. Customer will not share it outside Customer’s organization, publish it, or use it in any other application, script or service, and will notify Keisen promptly if it may have been exposed. Keisen may revoke the credential without prior notice on evidence of compromise or of use outside this Agreement, and will reissue it once the cause is resolved.

7.6 Customer’s own systems. Customer is responsible for the security of the computers on which KeisenVPA runs, including operating-system accounts, screen locks and automatic log-off, full-disk encryption, the choice of folders in which KeisenVPA saves notes, transcripts and drafts (and whether a cloud-sync or backup service copies those folders off the computer; see Exhibit A, Part 2), and the removal of KeisenVPA’s local files when a computer is retired or reassigned. Customer is responsible for its own electronic health record and for any connection Customer configures between KeisenVPA and that record.

7.7 Authoritative record. Customer will maintain the complete record of PHI processed through the Services in its own systems, including everything needed to respond to Individuals’ requests under 45 CFR 164.524, 164.526 and 164.528.

7.8 Compliance with law. Customer will comply with the HIPAA Rules and other applicable federal and state law with respect to PHI that Customer submits, or directs to be submitted, through the Services, and will obtain any consent or authorization that such law requires.

7.9 Customer as a Business Associate. Where Customer is itself a Business Associate of a Covered Entity, Customer represents that its own business associate agreement with that Covered Entity permits it to engage Keisen as a Subcontractor on these terms, and references in this Agreement to Customer’s obligations under the HIPAA Rules include the obligations Customer owes to that Covered Entity.

8. Term and termination

8.1 Term. This Agreement begins on the Effective Date and continues for the License Term, including every renewal, and thereafter until all PHI held by Keisen or its Subcontractors on Customer’s behalf has been returned, destroyed or made subject to Section 8.5, whichever is later. If the License is renewed, extended or converted from an evaluation to a paid license, this Agreement continues without a new signature unless either Party has terminated it.

8.2 Termination for cause by Customer. Customer may terminate this Agreement and the License if Customer determines that Keisen has violated a material term of this Agreement and Keisen has not cured the violation within thirty (30) days of written notice, or immediately on written notice if cure is not possible.

8.3 Termination for cause by Keisen. Keisen may terminate this Agreement and the License if Customer has violated a material term of this Agreement — including the conditions in Section 7.4 — and has not cured the violation within thirty (30) days of written notice, or immediately on written notice if cure is not possible or if continued use would place PHI outside the protection of Keisen’s agreement with its Subcontractor.

8.4 Effect of termination. On termination or expiry of this Agreement for any reason, Keisen will revoke Customer’s API credential, after which Healthcare mode of KeisenVPA will no longer generate notes, and Customer will stop submitting PHI through the Services. Notes, transcripts and attachments already on Customer’s computers remain on those computers, under Customer’s control, and are unaffected.

8.5 Return or destruction of PHI. On termination, Keisen will return to Customer or destroy all PHI that Keisen itself still maintains in any form, and will retain no copies. PHI held by Anthropic, PBC is dealt with as follows:

1. Copies held by Anthropic. Anthropic keeps the inputs and outputs of requests under its own retention terms, described in Exhibit A, Part 4(b), including the longer periods that apply to content flagged under its Usage Policy. The end of this Agreement does not end Keisen’s agreement with Anthropic, and that agreement gives neither Keisen nor Customer a right to have Anthropic return those copies, or delete them early, because one customer’s agreement with Keisen has ended. Until Anthropic deletes them on its own schedule (Exhibit A, Part 4(b)), those copies remain subject to Keisen’s agreement with Anthropic and to Anthropic’s terms, and paragraph (b) does not apply to them. Those terms continue to permit the uses described in Section 5.3 and Exhibit A, Part 4(b): trust and safety, support, Anthropic’s own management and administration and legal responsibilities, and improving or tailoring Anthropic’s service for Keisen’s organization, which continues to hold the workspaces of Keisen’s other customers. Keisen cannot narrow those uses for a former customer and does not undertake to. Revoking Customer’s credential under Section 8.4 ends new submissions. On Customer’s request, Keisen will confirm in writing the date on which it revoked Customer’s credential and, as far as Keisen’s Anthropic account shows it, the date of the last request made with that credential, and will state the retention terms Anthropic then publishes. If Keisen’s agreement with Anthropic itself ends, Exhibit A, Part 4(d) applies.

2. Infeasibility. Where return or destruction of PHI that Keisen itself maintains is not feasible, Keisen will notify Customer of the conditions that make it infeasible, extend the protections of this Agreement to that PHI, and limit further uses and disclosures to those purposes that make return or destruction infeasible, for so long as Keisen maintains it.

8.6 Survival. Sections 5, 6.3 through 6.5, 6.9, 6.11, 8.5, 8.6, 9 and 10 survive termination or expiry of this Agreement.

9. Indemnification, limitation of liability and insurance

[To be completed before signature.]

10. General

10.1 Regulatory references. A reference in this Agreement to a section of the HIPAA Rules means that section as in effect or as amended, and includes any successor provision.

10.2 Amendment to comply with law. The Parties will take such action as is necessary to amend this Agreement from time to time so that it complies with the HIPAA Rules and any other applicable law. If the Parties cannot agree on an amendment that the law requires, either Party may terminate this Agreement and the License on thirty (30) days’ written notice. Any other amendment must be in writing and signed by both Parties.

10.3 Interpretation. The Parties will interpret any ambiguity in this Agreement so as to permit compliance with the HIPAA Rules. If a provision of this Agreement is held unenforceable, the remainder continues in effect.

10.4 Precedence. This Agreement controls over any conflicting term of the License, Keisen’s terms of service, or any other agreement between the Parties with respect to PHI. Non-conflicting terms of those agreements remain in effect.

10.5 No third-party beneficiaries. Nothing in this Agreement confers any right, remedy or obligation on any person other than the Parties and their respective successors and permitted assigns.

10.6 Assignment. Neither Party may assign this Agreement without the other’s written consent, except that Keisen may assign it to a successor to substantially all of Keisen’s business relating to KeisenVPA that assumes Keisen’s obligations in writing, on notice to Customer.

10.7 Notices. Notices under this Agreement must be in writing and sent to the email and postal addresses in the signature block, or to any replacement address a Party designates by notice. A notice under Sections 6.3 or 6.4 will be sent by email with a request for acknowledgement and, if not acknowledged within one (1) Business Day, followed by a telephone call to the contact number in the signature block if one is given. Notices must not contain PHI; a notice may identify affected Individuals by a reference that Customer can resolve from its own records, or through a secure channel the Parties agree.

10.8 Governing law. This Agreement is governed by the laws of the State of [__________], without regard to its conflict-of-laws rules, and by the HIPAA Rules to the extent they preempt state law.

10.9 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement.

10.10 Publication of this template. Keisen publishes the current version of this template at keisenvpa.com so that prospective customers can read it before signing. The version signed by the Parties, including any negotiated changes, is the agreement between them; the published version is not.

10.11 Entire agreement on this subject. This Agreement, with its Exhibits, is the entire agreement between the Parties concerning PHI and supersedes any prior understanding on that subject.

Exhibit A — Data flow

This Exhibit describes how KeisenVPA handles information, as the software exists on the date of this template. Keisen will update it under Section 6.6(d) before the flow changes. Where a fact is still to be completed before signature, it is shown as a bracketed blank.

Part 1 — What leaves Customer’s computer, and where it goes

A1.1 Route in service. KeisenVPA’s Healthcare mode sends each note-generation request directly from Customer’s computer to Anthropic, PBC’s first-party API over TLS (HTTPS), using the API credential Keisen has provisioned for Customer. The request does not pass through any server operated by Keisen. This direct route is the only route in service.

A1.2 No intermediary. No server operated by Keisen, or by anyone on Keisen’s behalf, is in the path of a note-generation request. Keisen will not place one in that path without first giving notice under Section 6.6(d) and, if it would create, receive, maintain or transmit PHI, having the written agreement required by Section 6.6(a) in effect.

A1.3 What a note-generation request contains. When a user asks for a draft, the request contains, as the user has assembled it:

1. the transcribed text of the user’s dictation, produced on the user’s computer (the audio itself is not sent — see Part 2);

2. any text the user typed or pasted into the conversation, and the earlier turns of the same conversation;

3. any files the user attached — typically screenshots of the electronic health record, and optionally image, PDF or text files — transmitted as image or document content;

4. chart context, if the user has connected KeisenVPA to Customer’s electronic health record and loaded a patient’s record into the conversation; and

5. the note template (prompt) Keisen supplies, and the user’s chosen model.

Anthropic processes the request and returns the draft note, which is displayed on the user’s computer and saved there if the user saves it.

A1.4 Customer’s electronic health record. If Customer connects KeisenVPA to its electronic health record (currently supported: athenahealth, via Customer’s own credentials and Customer’s own agreement with that vendor), KeisenVPA retrieves schedule and chart information from that record; it does not write to it. That traffic runs between Customer’s computer and Customer’s EHR vendor under Customer’s agreements with that vendor. Keisen is not a party to it and the EHR vendor is not Keisen’s Subcontractor.

A1.5 Other modes of KeisenVPA are not for PHI. KeisenVPA also has modes that are not part of the Services and must not be used with PHI: a General mode for everyday professional dictation, a Legal mode, and a language-learning Linguist (Live Translation) mode. When the computer is online, Linguist mode sends transcribed and typed text to Anthropic for translation, grammar notes and word alignment, using the same credential; its “Work offline” switch stops it sending anything to Anthropic. Live Translation, the main screen of Linguist mode, can also be opened from Healthcare mode (View › Live Translation…); it then works the same way and sends its transcribed text under the same credential. KeisenVPA warns when a patient’s chart is loaded but does not prevent it. Customer must not use Live Translation, in any mode, with PHI or in or about a patient encounter — doing so would be use in a direct patient-provider interaction, which Part 3 prohibits.

A1.6 Bring-your-own-credential use is outside this Agreement. If Customer configures KeisenVPA with an Anthropic API key that Customer obtained itself rather than the one Keisen provisions, requests go to Anthropic under Customer’s own Anthropic account and Customer’s own agreement (if any) with Anthropic. Keisen’s Business Associate Agreement with Anthropic does not cover that traffic, and such use is not part of the Services.

Part 2 — What KeisenVPA keeps on Customer’s computer

The items below are kept as files on the user’s computer. KeisenVPA does not upload these files to Keisen or to anyone else, and Keisen holds no copy. In Healthcare mode, note generation sends Anthropic only the request content described in A1.3, which can include text that is also saved in these files; Live Translation, if it is opened, sends its transcribed text as described in A1.5. A file can still leave the computer if something other than KeisenVPA copies it, such as a cloud-sync or backup service that covers the folder it is saved in (see (b) and Section 7.6).

1. Audio. Dictation is recorded and transcribed on the user’s computer by OpenAI Whisper, which is installed on that computer as a separate step. KeisenVPA uploads no audio recording to Keisen, to Anthropic or to anyone else. Live Translation (A1.5), which must not be used with PHI, writes audio to disk only if the user turns on its “Save audio” switch, which is off by default; a session’s audio is then saved as a file beside that session’s transcript, in KeisenVPA’s own application-data folder, readable only by the user’s account, and is never uploaded.

2. Saved notes, transcripts and drafts. By default, KeisenVPA saves notes in a “patients” folder inside the user’s Documents folder (the notes folder can be changed under Settings › Folders), transcripts in a “transcriptions” folder in the user’s home folder, and pre-visit drafts in a “keisenvpa” folder in the user’s home folder. If a cloud-sync service covers the folder a file is saved in — for example iCloud’s “Desktop & Documents Folders” option, which syncs the Documents folder to Apple, or Dropbox, OneDrive or Google Drive — the file is uploaded to that service. KeisenVPA warns when the notes folder is synced but does not prevent the save. Choosing folders that no such service copies is Customer’s responsibility under Section 7.6. If the user turns on restoring tabs at launch, or chooses Save & Quit when KeisenVPA, quitting with tabs open, offers to keep them for the next launch, the open conversations are kept in KeisenVPA’s own application-data folder (on macOS, under the user’s Library folder), readable only by the user’s account; after a Save & Quit with restoring turned off, that copy is removed when the next launch reopens the tabs.

3. The local note ledger. KeisenVPA keeps a per-note index (date, note type, a salted hash of the patient identity, initials, age, sex, payer, diagnosis codes, E/M level, word count) in a “ledger” folder inside the notes folder, readable only by the user’s account. KeisenVPA never transmits it; like the notes beside it, it is uploaded if a cloud-sync service covers that folder (see (b)).

4. The audit log. KeisenVPA keeps a local log of EHR access events that contains no patient names, dates of birth or note content.

5. On-device screenshot checks. Before a request is sent, KeisenVPA reads attached screenshots on the computer (using the operating system’s built-in text recognition) to detect whether an EHR sidebar is present; that check runs locally and sends nothing.

6. Attachment copies and automatic capture snapshots. When a screenshot, PDF or other file is attached to a conversation, KeisenVPA immediately copies it into its own application-data folder (on macOS, Library/Application Support/KeisenVPA/captures in the user’s home folder; on Linux, .config/KeisenVPA/captures), whether or not anything is ever sent, and works from that copy. It deletes those copies when the tab is closed or KeisenVPA quits, with two exceptions: the copies belonging to tabs kept for the next launch (because the user has turned on restoring tabs at launch, or chose Save & Quit when quitting, as described in (b)) stay until those tabs are closed or a later quit does not keep them, and after a crash the copies stay until KeisenVPA next quits. KeisenVPA also writes a snapshot of the conversation’s captures to the same folder each time the user sends a request (before the request is made, so the snapshot exists even if nothing reaches Anthropic), when a request fails, when the user clears sent attachments, when a tab is closed, and when KeisenVPA quits, including for conversations that were never sent but not for tabs kept for the next launch, whose copies remain: a copy of every attached screenshot, PDF or other file, each pasted text, the loaded transcript, and the conversation’s messages. These copies and snapshots contain PHI. KeisenVPA keeps the twenty (20) most recent automatic snapshots and deletes older ones; captures the user exports by hand (View › Export Captures…, to a folder the user chooses) and files restored from a snapshot stay until the user deletes them. iCloud does not sync this folder, but other backup tools, such as Time Machine, may copy it.

7. The scratchpad. Text typed into KeisenVPA’s floating scratchpad, which can include orders, lab values and to-dos, is saved automatically to a file named scratchpad.txt in the “keisenvpa” folder in the user’s home folder. iCloud does not sync that folder, but other backup tools may copy it.

Part 3 — Conditions of use passed through from Anthropic’s Implementation Guide

These conditions come from the Implementation Guide that binds Keisen’s agreement with Anthropic. Keisen is required to pass them through and cannot waive them. Information submitted in a manner that does not comply with them is treated by Anthropic as outside its Business Associate Agreement with Keisen, which is why these are hard limits rather than recommendations.

Do not use the Services:

1. in direct patient-provider interactions;
2. to diagnose a patient;
3. for treatment purposes; or
4. by anyone who is not a trained and qualified individual holding the license, certification or authorization required for the activity.

Do:

5. test the Services for accuracy in Customer’s own use cases before relying on them, and re-test when Customer’s use changes;
6. have a qualified clinician read each draft in full and approve it before it enters the medical record;
7. restrict and periodically review who has access; use individual operating-system accounts, automatic log-off and lock-outs on the computers running KeisenVPA; and
8. train every user on these conditions before granting access.

Never place PHI in: support requests to Keisen or to Anthropic; screenshots or attachments sent with a support request; user-profile fields; workspace, organization or billing information.

Covered features. Anthropic’s Business Associate Agreement covers the Messages API, which KeisenVPA uses, only for the features Anthropic lists as covered (as of the date of this template: prompt caching, structured outputs, memory, web search, and the bash and text editor tools). Anthropic states that Messages API features it does not list are not covered, and that features in beta are not covered.

A beta feature. KeisenVPA can turn on one beta feature, which re-runs a request on a fallback model when Anthropic’s safeguards decline it. It is in beta and not on Anthropic’s list, so Anthropic’s Business Associate Agreement does not cover it. KeisenVPA never sends it in Healthcare mode, with any model, on a tab in another mode that KeisenVPA has marked as holding patient information, or for batch notes; there, a declined request shows the refusal instead of being re-run. Customer’s users must use Healthcare mode for any request that contains PHI. On a version of KeisenVPA released before 5.0.0, they must also keep Claude Opus 4.8 selected for such requests.

An open question. KeisenVPA’s requests also use features that Anthropic’s list does not name and that Anthropic does not describe as beta: image and PDF attachments, extended thinking (including, at its highest setting, the effort parameter that accompanies it), and streamed responses. Anthropic’s documents do not say whether these count as covered features, and Anthropic has not confirmed to Keisen that they do. Until Anthropic confirms it in writing, Keisen does not represent that every request KeisenVPA sends is covered by Anthropic’s Business Associate Agreement.

Features outside coverage. Certain Anthropic services are expressly not covered by Anthropic’s Business Associate Agreement and must never be used with PHI: the Batch API, Files API, Skills API, Code Execution, Computer Use and Web Fetch. KeisenVPA does not use any of them. Customer’s credential must not be used outside KeisenVPA.

Part 4 — Retention and use of PHI at Anthropic

1. Keisen’s Anthropic organization is configured for HIPAA-regulated use (“HIPAA configuration enabled”). Keisen’s Business Associate Agreement with Anthropic was executed on 2026-08-15.

2. Keisen’s organization is not configured for Anthropic’s Zero Data Retention option. Anthropic retains the inputs and outputs of each request (the request contents listed in A1.3 and the draft note) for a limited period under Anthropic’s terms. Anthropic’s Privacy Center states that it deletes API inputs and outputs from its backend within thirty (30) days of receipt or generation, unless a longer period applies, such as where Anthropic must retain them to enforce its Usage Policy or to comply with law (Anthropic Privacy Center, “How long do you store my organization’s data?”, https://privacy.anthropic.com/en/articles/7996866-how-long-do-you-store-my-organization-s-data, read 2026-10-20). The same page states that where Anthropic’s trust and safety systems flag content under its Usage Policy, Anthropic keeps the inputs and outputs for up to two (2) years and trust and safety classification scores for up to seven (7) years; Anthropic does not tell Keisen which requests, if any, were flagged. Anthropic may use limited content for trust-and-safety and support purposes and to improve or tailor the service for Keisen’s organization, which holds every Keisen customer’s workspace (Section 5.3), and Anthropic’s agreement permits it to use and disclose PHI for its own management and administration and its legal responsibilities.

3. Anthropic does not use Customer’s PHI to train the models that power the service.

4. After Keisen’s agreement with Anthropic ends, Anthropic maintains and permits access to the organization’s data for thirty (30) days, then returns or destroys PHI where Anthropic determines that doing so is feasible, or extends its agreement’s protections where it determines that it is not. This happens only when Keisen’s own agreement with Anthropic ends, not when one customer’s agreement with Keisen ends (Section 8.5(a)).

5. The models through which the Services are provided are within the scope of Anthropic’s Business Associate Agreement with Keisen. [Model families offered in KeisenVPA on the date of signature: __________.]

Part 5 — Other network traffic from KeisenVPA (contains no PHI)

KeisenVPA also communicates with the following services, none of which receives PHI:

1. License validation and check-in — a license worker operated by Keisen on Cloudflare Workers receives the license key (or, during an evaluation, a trial identifier), a one-way-hashed machine identifier, and the app name and version. Keisen’s payment processor (Lemon Squeezy) receives the license key and an installation name derived from that identifier. No clinical content and no usage counts are transmitted.

2. Software updates — KeisenVPA checks keisenvpa.com for the current version number.

3. Optional, opt-in usage analytics — off by default. If a user opts in, KeisenVPA sends events drawn from a fixed, published list (feature used, duration bucket, error class, and coarse size buckets such as the number of tokens in a request). The event schema has no free-text field, so note text, names, filenames and error messages cannot be transmitted. Opting out changes nothing about how the application works.

4. Crash and error reports — KeisenVPA reports only the class of an error, never its message or content.

5. Whisper model downloads — when KeisenVPA needs a Whisper speech-recognition model that is not on the computer, it downloads the model from OpenAI’s public model server. When a Whisper model that Live Translation needs is missing (its transcription model, about 1.6 GB, or the smaller base model, 139 MB, that Whisper’s English uses), KeisenVPA asks before downloading it, one model at a time. Each request asks for a model file and carries no user data.

6. Installing Whisper Services — the separate installation step downloads OpenAI Whisper and the Python packages it needs, including PyTorch, from the Python Package Index (PyPI). No user data is sent.

Exhibit B — Subcontractors and service providers

Customer may obtain the current version of this list at any time by written request (Section 6.6(c)). Keisen will also publish it at https://keisenvpa.com/legal/agreements.html. Keisen will give thirty (30) days’ notice before adding a Subcontractor that will receive PHI (Section 6.6(d)).

Subcontractors that create, receive, maintain or transmit PHI

Service providers that do not receive PHI (listed for transparency; no business associate agreement required)

End of Agreement.