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,9ON CLOSURE AGREEMENT
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This NON DISCLOSURE %(110NT ("Agreement") is entered into by and between City of Fort Worth
("Employer"), Envision Pharmaceutical Services, LLC ("Vendor") and United HealthCare Services, Inc. for itself
and its affiliated and associated companies ("United") and will be effective on 7/28/2015. 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 claims administrative services pertaining to the Plan("Services").
Confidential Information: Employer has requested that United and Vendor disclose to the other 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 and Vendor have agreed to disclose certain Confidential Information subject to the terms of
this Agreement. Disclosure of the Confidential Information is at the sole discretion of the party disclosing the
Confidential Information ("Disclosing Party"), and Disclosing Party's consent to supply and allow the recipient of
the Confidential Information ("Receiving Party") to use the Confidential Information now or in the future can be
withdrawn at any time with reasonable notice to Receiving Party.
Confidential Information disclosed by Disclosing Party to Receiving Party in connection with the Services shall be
used by Receiving Party 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 Receiving Party not to disclose such
information.
Systems Access: If Disclosing Party grants Receiving Party the right to access the benefit administration systems
that Disclosing Party 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 Disclosing Party's.
Receiving Party 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,Receiving Party 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. Receiving Party also agrees
to comply with Disclosing Party's security measures of which Receiving Party notifies Receiving Party. Receiving
Party will contact Disclosing Party 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 Disclosing Party may deactivate the employee's identification number or password.
Disclosing Party reserves the right to terminate Receiving Party's Systems access at any time. Systems access will
automatically terminate on the date Receiving Party's business relationship with Employer ends. Upon termination
of Systems access,Receiving Party will cease all use of the Systems.
Electronic Transmission: If Receiving Party receives the Confidential Information from Disclosing Party via
electronic means such as FTP transmission, Receiving Party 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, Disclosing Party. Receiving Party shall implement and comply with, and shall not attempt to
circumvent or bypass, Disclosing Party's security procedures for the use of the electronic method of Confidential
Information transmission. Receiving Party shall notify Disclosing Party immediately if Receivin Par re of
OFFACOGAL RECIQRiD
any breach of the security procedures, such as unauthorized use, or if Receiving Party suspects such a breach.
Disclosing Party reserves the right to terminate electronic transmission immediately on the date Disclosing Party
reasonably determines that Receiving Party has breached, or allowed a breach of, this provision of the Agreement.
Disclosing Party also reserves the right to change or upgrade its method of Confidential Information transmission
with reasonable notice to Receiving Party.
Permitted Uses: Receiving Party: (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 Receiving Party 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 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 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 Receiving
Party'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 Disclosing Party 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 Receiving Party pursuant to the
provisions of this Agreement, then the following terms shall control Receiving Party'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. Disclosing Party 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 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
Disclosing Party's prior written consent on a case by case basis. Obtaining Disclosing Party's consent may, at
Disclosing Party'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 Disclosing
Party 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: Receiving Party may 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; (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; 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 Receiving Party understand and acknowledge that Disclosing Party 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 Receiving
Party understand and acknowledge that the Proprietary Information would be exempt from public disclosure under
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state and federal open and public record laws, and will not be released without the prior written consent of
Disclosing Party. The Employer must notify Disclosing Party, in writing, within ten (10) days of the Employer's
receipt of any such request for the Proprietary Information, under the applicable public records act. Failure to
provide such notice to Disclosing Party shall constitute a material breach of this Agreement. Such written notice
shall, at a minimum, include a copy of the request for the Proprietary Information. If a request is made for the
Proprietary Information, Employer and Receiving Party will give Disclosing Party ten (10) days notice to process
the request and to seek the necessary injunction to prevent such release of the Proprietary Information. Employer
shall cooperate with Disclosing Party if Disclosing Party chooses to object to any such requests for Proprietary
Information.
Conclusion of Services: At the conclusion of the Services, Receiving Party shall either relinquish to Disclosing
Party or destroy (with such destruction to be certified to Disclosing Party) all Proprietary Information.
Notwithstanding the foregoing, except in case of Receiving Party's breach, and subject to its obligations of
confidentiality, Receiving Party may retain one copy of documents containing Confidential Information for archival
purposes and to defend its work product.
Breach: If during the course of the Services it is discovered that this Agreement has been breached by Receiving
Party then all Confidential Information shall be relinquished to Disclosing Party upon demand.
Indemnification: To the extent allowed by law,Employer agrees to indemnify and hold harmless Disclosing Party,
including its alliance partners if applicable, for any claims and any damages caused by Employer's breach of this
Agreement. Receiving Party agrees to indemnify and hold harmless Disclosing Party with respect to any claims and
any damages caused by Receiving Party's breach of this Agreement and/or resulting from Receiving Party's
Systems access,if such access has been granted.
Survival: The requirement to treat all Confidential Health Information as Confidential Information hereunder shall
survive the termination of this Agreement. The requirement to treat all Proprietary Information as Confidential
Information under this Agreement shall remain in full force and effect so long as any Proprietary Information
remains commercially valuable, confidential, proprietary and/or trade secret, but in no event less than a period of
three(3)years from the date of the Services.
Assignment: Neither this Agreement, United's nor Vendor's rights or obligations hereunder may be assigned
without prior written approval from the non-assigning party hereto.
Counterparts: This Agreement may be executed in any number of counterparts, which together shall be deemed
one original, and delivery of copies of signatures or facsimile signatures shall be deemed of equal force as delivery
of original signatures.
General: (a)This Agreement is the entire understanding between the parties as to the subject matter hereof. (b)This
Agreement binds the parties and their respective successors, assigns, agents, employers, subsidiaries and affiliates.
(c) No modification to this Agreement shall be binding upon the parties unless evidenced in writing signed by the
party against whom enforcement is sought. (d)Headings in this Agreement shall not be used to interpret or construe
its provisions. (e)The alleged invalidity of any term shall not affect the validity of any other terms.
Signature page follows
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The parties have caused their authorized representatives to execute this Agreement.
Envision Pharmaceutical Services,LLC United HealthCare Services,Inc.
By �( `� BY JA ' / ' -
Authorized Signature Authorized S(iggnnature(
Name 1•� ,y Ub �`L r Name� 1(C�SC� 1 - I z co
Title f rLs /Aafto )r ; C -o^K MwiU*k Title ' � �yj
Date to��S Date
CITY OF FORT WORTH
By
Authorizedan
Name �1.�so n >ze�i�\tS
Title Ass i s�cw+ C ,kA-� oO1GZ
Date a S" I 4.,Q l Lo
UHC 2P/3P GEN NDA(9/14)
00012723.0(07/15)
APPROVED AS TO FORM AND LEGALITY.
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