HomeMy WebLinkAboutContract 47325 CITY BECRETAW :..... ,
s NON-DISCLOSURE AGREEME NT
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/ °This`mN-DISCLOSURE AGREEMENT("Agreement")is entered into by and between CITY OF FORT WORTH
("Employer"), Life Account LLC d/b/a Compass Professional Services("Vendor") and United HealthCare Services,
Inc. for itself and its affiliated and associated companies ("United") and will be effective on 8/31/2015. These
parties acknowledge and agree as follows:
Purpose: Employer and United entered into an administrative services agreement under which United provides
claims administration and other services for Employer's employee welfare benefit plan("Plan"). Employer has
retained Vendor to provide disease management services pertaining to the Plan("Services").
Confidential Information: Employer has requested that United disclose to Vendor certain documents, statistical
information and other information (including internal audit reports) which is commercially valuable, confidential,
proprietary, or trade secret ("Proprietary Information") and also materials which may contain confidential health
information as defined under 45 C.F.R. Part 160 ("Confidential Health Information"). Proprietary Information and
Confidential Health Information shall collectively be referred to in this Agreement as "Confidential Information".
United has agreed to disclose certain. Confidential Information subject to the terms of this Agreement. Disclosure of
the Confidential Information is at the sole discretion of United, and United's consent to supply and allow Vendor-to
use the Confidential Information now or in the future can be withdrawn at any time with reasonable notice to
Vendor.
Confidential Information disclosed by United to Vendor in connection with the Services shall be used by Vendor
only as permitted by this Agreement. Confidential Information shall not include information: (i) generally available
to the public prior to or during the time of the Services through authorized disclosure; or (ii) obtained from a third
party who is under no obligation to United not to disclose such information.
Systems Access: If United grants Vendor the right to access the benefit administration systems that United makes
available to facilitate the transfer of Confidential Information ("Systems") the following conditions apply. The
Systems, and any documentation with respect to the Systems, shall be treated as Proprietary Information as defined
in this Agreement and subject to the same confidentiality restrictions contained herein. This right is nonexclusive
and nontransferable, and all rights,title and interest in the Systems remain United's. Vendor shall not share, lease or
otherwise transfer its right to access and use the Systems to any other person or entity.
In accessing and using the Systems Vendor shall use commercially reasonable security measures, including
measures to protect: (a) the confidentiality of user identification and passwords and (b) data accessed through the
Systems from unauthorized access or damage, including damage by computer viruses. Vendor also agrees to comply
with United's security measures of which United notifies Vendor. Vendor will contact United immediately if(a)any
breach of the security procedures is suspected or has occurred and/or (b) an employee no longer needs Systems
access due to termination of employment, or otherwise, so that United may deactivate the employee's identification
number or password.
United reserves the right to terminate Vendor's Systems access at any time. Systems access will automatically
terminate on the date Vendor's business relationship with Employer ends. Upon termination of Systems access,
Vendor will cease all use of the Systems.
Electronic Transmission: If Vendor receives the Confidential Information fi•om United via electronic means such
as FTP transmission, Vendor shall use reasonable physical and software-based security measures, commonly used in
the electronic data interchange field, to protect Confidential Information sent to, or received from, United. Vendor
shall implement and comply with, and shall not attempt to circumvent or bypass, United's security procedures for
the use of the electronic method of Confidential Information transmission. Vendor shall notify United immediately
if Vendor is aware of any breach of the security procedures, such as unauthorized use, or if Vendor suspects such a
breach. United reserves the right to terminate electronic transmission immediately on the date United reasonably
determines that Vendor has breached, or allowed a breach of, this provision of the Agreement. United also reserves
CITY
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the right to change or upgrade its method of Confidential Information transmission with reasonable notice to
Vendor.
Permitted Uses: Vendor: (a) shall not use (deemed to include, but not be limited to, using, exploiting, duplicating,
recreating, modifying, decompiling, disassembling, reverse engineering, translating, creating derivative works,
adding to a Vendor database, or disclosing Confidential Information to another person or permitting any other
person to do so) Confidential Information except for purposes of the Services; (b) shall not use Confidential
Information for the creation, operation or contribution to the development of any cost or price transparency tool
program that would direct or enable Plan members to obtain comparative cost and pricing information across
providers in a service area for episodes of care, treatments and procedures or for any similar program; (c) shall not
use Confidential Information to provide concierge services that involve transparency tools, programs or services
described in (b) above (c) shall limit use of Confidential Information only to its authorized employees who have a
need to know for purposes of the Services and who are bound by as strict of confidentiality standards as set forth
herein; (d)shall comply with all applicable laws and regulations governing the use and disclosure of information;(e)
shall use and require its employees to use, at least the same degree of care to protect the Confidential Information as
is used with Vendor's own proprietary and confidential information; and(f)may release Confidential Information in
response to a subpoena or other legal process to disclose Confidential Information, after giving United reasonable
prior notice of such disclosure.
Use of Pharmacy Data: If any Confidential Information which concerns or relates to pharmacy claims, pharmacy
providers(including,but not limited to,rates paid to such pharmacy providers)and/or any other pharmacy services-
related matter(collectively, "Pharmacy Confidential Information") is provided to Vendor pursuant to the provisions
of this Agreement, then the following terms shall control Vendor's use and disclosure of such Pharmacy
Confidential Information in addition to the other terms and conditions contained in this Agreement. In the event of a
conflict between this Section and other provisions in the Agreement, this Section shall control for purposes of the
use of Pharmacy Confidential Information. Pharmacy Confidential Information may not be used or disclosed except
as specifically allowed by this Agreement.United and Employer acknowledge and agree that certain Pharmacy
Confidential Information may be disclosed to other bidders in a Request for Proposal ("RFP") or Request for
Information ("RFI"), or other similar situation, at the individual claim level solely for the purpose of allowing such
bidders to model the Employer's plan's prescription experience to submit a proposal. Provided,however,that in no
event shall Pharmacy Confidential Information financial fields be released in combination with Pharmacy
Confidential Information provider fields to any third party, including such bidders, or to the Employer, without
United's prior written consent on a case by case basis. Obtaining United's consent may, at United's sole discretion,
require the execution of an additional non-disclosure agreement by the intended data recipient or confirmation that
the data recipient already has sufficient confidentiality obligations to United to protect the data requested. Pharmacy
Confidential Information financial fields include, but are not limited to, Ingredient Cost Paid, Ingredient Cost
Submitted, Dispensing Fee Paid, Flat Sales Tax Amount Paid, Amount Attributed to Provider Selection, Total
Amount Paid by All Sources, Cost Difference Amount and Amounts Attributed to Product Selection/Brand Drug.
Pharmacy Confidential Information provider fields include, but are not limited to, all versions/variations of the
Pharmacy ID Number/Name (including Service Provider ID, Service Provider Chain Code, Pharmacy Name and
Claim Pricing Used Indicator).
Employer Access to Confidential Information: Vendor will provide to Employer Confidential Information requested
by a person designated in writing by Employer to receive Confidential Information, and Employer agrees it will: (a)
receive the Confidential Information as Plan Administrator and use same for the limited purpose of satisfying its
fiduciary obligation with respect to its administration of the Plan as required under ERISA; (b) comply with all
applicable laws and/or regulations for any Confidential Information it receives including, but not limited to, the
amendment of any Plan documents in accordance with the Privacy Rule; and(c)not provide access to the Confidential
Information to any employee, agent or other designee other than an employee, agent or designee designated by
Employer in writing to participate in the activities described herein.
Public Records Laws: Employer and Vendor understand and acknowledge that United deems the Proprietary
Information as commercially valuable, confidential, proprietary and trade secret information in accordance with
applicable state and federal open and public record laws. Consequently, Employer and Vendor understand and
acknowledge that the Proprietary Information would be exempt from public disclosure under state and federal open
and public record laws,and will not be released without the prior written consent of United.
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within ten(10)days of the Employer's receipt of any such request for the
The Employer must notify United,in writing, provide such notice to United shall
public records act. Failure top p of the request
Proprietary Information, under the applicable
constitute a material breach of this Agreement. Such written notice shall, at a minimum, include a copy
Information.Employer shall cooperate with United if United chooses to object to any such requests
for the Proprietary
for Proprietary Information. with
subject to its
Conclusion of Services: At the conclusion of the Se taCeInformationalNo w thstand ng the foregoing, ton for
Confidential
such destruction to be certified to United) all Lain on Proprietary of documents containing
obligations of confidentiality, Vendor may retain one copy
archival purposes and to defend its work product.
•n the course of the Services it is discovered that this Agreement has been breached by Vendor then
Breach: If during g
all Confidential Information shall be relinquished to United upon demand.
Employer agrees to indemnify and hold harmless United, including
damages caused by Employer's breach of this Agreement.
Indemnification: To the extent allowed by law, claims and any damages
its alliance partners if applicable,for any claims and any er with respect to any
Vendor agrees to indemnify and hold harmless United and Employ
caused by
Vendor's breach of this Agreement and/or resulting fiom Vendor's Systems access, if such access as
been granted.
o treat all Proprietary Information as Confidential
re uirement to treat all Confidential Health Information as Confidential Information hereunder shall
Survival: The q Agreement. The requirement as an Proprietary information onfi
survive the tennination of this nit of
Information under this Agreement shall remain in full force and effect et long
remains commercially valuable, confidential, proprietary and/or trade secret, but in no event less than a period
ate of the Services.
three(3)years from the d
Neither this Agreement nor Vendor's rights or obligations hereunder may be assigned without
Assignment:
United's prior written approval,
be executed n any number of counterparts, which together shall be deemed
Counterparts: This Agreement may
signatures of facsimile signatures shall be deemed of equal force as delivery
one original, and delivery of copies of
of original signatures. This
This Agreement is the entire understanding between the parties as to the subject matter hereof. (b)
General: (a) g s, agents, employers, subsidiaries and affiliates.by the
Agreement binds the parties and Agreement shall be bind upon the parties unless evidenced n writing signed onstrue
(c)No modification to this Headings in this Agreement shall not be used to interpret
party against whom enforcement is sought. (d g
Other terms.
its provisions. (e)The alleged invalidity of any term shall not affect the validity of any
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The parties have caused their authorized representatives to execute this Agreement.
CITY OF FORT WORTH Life Account LLC d/b/a Compass Professional
Services
By
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United HealthCare Services,Inc.
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By
J.. Kayser, City S 3
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t PPROWD AS TO DORM AND LEGALITY: Name
Title
tat It n �.,..
lc Date
UHC Compass 3P NDA(2/15)
00014421.0 (08/15)
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