The BAA transfers the legal risk from the covered entity to the counterparty. A company that signs the BAA and is not a “counterparty” is still subject to contractual liability, restrictions on data publication, compliance fees with legislation and penalties for non-compliance – risks that can be discussed with a lawyer. Recitals can help to explain the relationship between BAA and the underlying agreements between the parties. Consider asking a lawyer to verify the accuracy of the recitals and any underlying agreements. (b) dismissal for unfounded cause. The counterparty shall authorize the termination of this Agreement by the covered entity if the covered entity finds that the counterparty has breached a material provision of the agreement [and that the counterparty has not cured or terminated the breach within the period specified by the covered entity]. . . .