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HomeMy WebLinkAboutAddendum - 1Docusign Envelope ID: 8C5633D7-CCFD-4D68-B1 DC-755C4D558BBC DATA EXTRACT AND CONFIDENTIALITY AGREEMENT (Three-Party) This Data Extract and Confidentiality Agreement ("Agreement") is entered into by and between: •the Company identified below ("Receiving Party");•the Group identified below ("Group");•Healthcare Management Administrators, Inc. ("Disclosing Party"). Each are sometimes individually referred to herein as a "Party" and collectively as "Parties." Group is a mutual client of Receiving Party and Disclosing Party. Moreover, Group has engaged Receiving Party to perform Non quantitative Treatment Limitation ("NQTL") Comparative Analysis services on behalf of their Group Health Plan. Therefore, Group requires the Disclosing Party to provide confidential and proprietary information (the "Data Extract Information") to the Receiving Party. Disclosing Party is willing to provide such confidential and proprietary information to Receiving Party provided that the Parties agree to the terms of this Agreement. Group hereby: (i) requests and authorizes the Disclosing Party to provide the Data Extract Information to the Receiving Party and (ii) represents and warrants it has entered into a contractual and Business Associate arrangement with the Receiving Party. DEFINITIONS "Confidential Information" means all Data Extract Information provided by Disclosing Party or its Representatives to Receiving Party or its Representatives whether prior to, on, or after the date of this Agreement (whether in written, electronic, or oral form) including, but not limited to: •Group member information, claims data, provider payment data, provider pricing data, pricing policies, rate tables, discount information, fee schedules, reimbursement data, and information about the Group, as well as any extracts, analyses, summaries, reviews, notes, and other materials that contain or are in any way derived from the same. •Information included in the "HMA Supplemental InformationPackage" documentation provided with the Group's claims data, and any additional information about Disclosing Party's internal processes, policies, procedures, practices, or services provided to Group, as well as any extracts, analyses, summaries, reviews, notes, and other materials that contain or are any way derived from the same. •All information which has been marked "confidential" or "proprietary." •Confidential Information also includes confidential information of a third party that Disclosing Party is obligated to treat as confidential. Any Confidential Information that Disclosing Party provides to Receiving Party shall be considered confidential in the form and manner in which it was provided regardless of whether such information could be obtained via public disclosures in a different form and manner. "Representatives" means directors, officers, managers, employees, partners, affiliated entities (i.e., an entity controlling, controlled by, or under common control with a Party), downstream vendors, subcontractors, agents, consultants, advisors, and other authorized representatives. "Person" means any natural person, corporation, limited liability company, partnership, trust, organization, association or other entity, including any government entity. NONDISCLOSURE Covenant of Non-Use and Nondisclosure. Receiving Party will hold the Confidential Information in confidence and will use the Confidential Information for the sole and limited purpose of providing NQTL Comparative Analysis services to the Group (the "Purpose"). The Disclosing Party shall provide only the minimum amount of Confidential Information necessary to accomplish the intended purpose. Without limiting the foregoing, the Receiving Party will not, in whole or in part, use the Confidential Information in either aggregate or de­ identified form: (i) for any other purpose other than the Purpose; (ii) to provide services to any other party; or (iii) for its own benefit to develop normative and benchmarking data, internal or external research, analysis and product development. Receiving Party also will not (1) resell Confidential Information; (2) de-aggregate Confidential Information to re-identify the Confidential Information; or (3) comingle Confidential Information with non-Disclosing Party data unless Receiving Party receives prior approval from Disclosing Party. For the avoidance of doubt, Confidential Information is not comingled if it is logically separated from other data. Receiving Party and Group will not disclose, reveal or communicate Confidential Information to any Person, directly or indirectly, by any means, without the prior written consent of Disclosing Party, except Receiving Party and Group may disclose Confidential Information on a need-to-know basis, to those of its Representatives of who are informed of the confidential nature of the Confidential Information and the obligations under this Agreement, and who have agreed to be bound by and comply with the provisions of this Agreement. Receiving Party, and Group will cause its Representatives to comply with the provisions of this Agreement, and will be liable to Disclosing Party for any breach of this Agreement by its Representatives. A Party may disclose the Confidential Information in accordance with a judicial or other governmental order, but only if at least thirty (30) days prior to such disclosure the Party promptly notifies Disclosing Party in writing of the order. Notification and Assistance Obligations. A Party will: (i) promptly notify Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement; and (ii)exercise reasonable efforts to assist Disclosing Party to retrieve any Confidential Information that was used or disclosed by a Party or its Representative(s) without the specific prior written authorization of Disclosing Party and to mitigate the harm caused by the unauthorized use or disclosure. Destruction of Confidential Information. Upon termination of this Agreement or written request by Disclosing Party, a Party will: (i) promptly destroy all materials furnished by Disclosing Party containing Confidential Information, as well as all copies, extracts, analyses, summaries, reviews, notes, and other materials that contain or are in any way derived from Confidential Information and that are in the possession or under the control of a Party; and (ii) certify in writing to Disclosing Party that all materials have been destroyed. SUBSTANCE USE DISORDER INFORMATION Disclosure of Information. The Parties acknowledge that information subject to the Part 2 Rule (as defined below) may be exchanged under the terms of this Agreement or any underlying agreement between the (v.4 rev.2020) Pagel of4 CAG-24-308, Adden #1-25