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HomeMy WebLinkAboutContract 48000 -f SECRETARY p� RECEIVE,-; CT NO. �� •Nll 18 2M6 NON DISCLOSURE AGREEMENT This NON DISCLOSURE AGREEMENT ("Agreement") is entered into by and between City of Fort Worth ("Employer"), Viverae ("Vendor") and United Healthcare Services, Inc. for itself and its affiliated and associated companies("United")and will be effective on 9/17/2015. 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 wellness program administration 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United, and United's consent to supply and allow Vendor to use the Confidential Information now or in the future can be withdrawn at any time with reasonable notice to Vendor.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 from 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 the right to change or upgrade its method of Confidential Information transmission with reasonable notice to Vendor. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 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 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 terns 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 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 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 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 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 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 2 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, Vendor shall either relinquish to United or destroy(with such destruction to be certified to United) all Proprietary Information. Notwithstanding the foregoing, except in case of Vendor's breach, and subject to its obligations of confidentiality, Vendor may retain one copy of documents containing Confidential Information for archival purposes and to defend its work product. If return or destruction is not feasible, Vendor shall extend the protections of this Agreement to the Proprietary Information for as long as the information is maintained, provided that such uses and/or disclosures of Proprietary Information shall never exceed those permitted under this Agreement. Breach: If during the course of the Services it is discovered that this Agreement has been breached by Vendor then all Confidential Information shall be relinquished to United upon demand. Indemnification: To the extent allowed by law, Employer agrees to indemnify and hold harmless United, including its alliance partners if applicable, for any claims and any damages caused by Employer's breach of this Agreement. Vendor agrees to indemnify and hold harmless United with respect to any claims and any damages caused by Vendor's material breach of this Agreement as determined by United and/or resulting from Vendor's Systems access when due to Vendor's negligence, 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 nor Vendor's rights or obligations hereunder may be assigned without United's prior written approval. 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. 3 a ti The parties have caused their authorized representatives to execute this Agreement. Viver United HealthCare Services,Inc. By By Aut rized Sigg nature Authorized Signature Name n 6wirea Name Title Title OM Date tp Date �;(f City of Fort WA41k By (2 Authorized Signature Name V// ' Title /45S4.• CI <c Date UHC 3P GEN NDA(9/14) 00015120.0 (9/15) APPROVED AS TO FORM AND LEGALITY; t ity Zttorn f-ORt R�FWd P. Gonzales, , e o �t 0 FNO M&C REQUIRBD OFFICIAL RECORD CITY SECRETARY 4 FT. WORTH, Tx