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,B n This `NON -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:
CITY SECRETARY ///73;15
CONTRACT NO.. (1-
NON -DISCLOSURE AGREEMENT
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use the Confidential Information now or in the future can be withdrawn at any time with reasonable notice to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 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
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH TX
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
Infoiination 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 obtam comparative cost and pricmg information across
providers m 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 phainracy providers) and/or any other pharmacy services -
related matter (collectively, `Pharmacy Confidential Infounation") 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 Phaimacy
Confidential Information may be disclosed to other bidders m a Request for Proposal ("RFP") or Request for
Infoinration ("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 Obtainmg 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
Phaimacy 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 tiade 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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The Employer must notify United, 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 United 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. Employer shall cooperate with United if United 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, 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.
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 and Employer with respect to any claims and any damages
caused by Vendor's breach of this Agreement and/or resulting from Vendor'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 requitement 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 of 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 rn writing signed by the
pat ty 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.
The parties have caused their authorized representatives to execute this Agreement.
CITY OF FORT WORTH
Name
Title
Date
Authorized Signature
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RIPTC-4717D AS TO FORM AND LEGALITY:
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00014421.0 (08/15)
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NO M&C REQUIRED
4
Life Account LLC d/b/a Compass Professional
Services
By
Name
Title
Date
Authorized Signature
Atiafseisoce-
United HealthCare Services, Inc.
By
Name
Title
Date
Authorized Signature
Theresa MP1.
Lesc2
5i'onal Cen*rvtct Haar.
/01 •y. ic
UHC Compass 3P NDA (2/15)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX