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Home My WebLink AboutContract 56677 CSC No.56677 MARSH &MCLENNAN AGENCY CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT (this "Agreement") is entered into as of June 24, 2021 ("Effective Date")by and between Marsh&McLennan Agency LLC—Trion Group division ("MMA"), Rx Savings, LLC dba Rx Savings Solutions ("Company") and City of Fort Worth ("Client"). MMA, Client and the Company shall each be referred to as a "Party" and collectively as the "Parties". WHEREAS, the Parties desire to conduct an analysis in order to determine potential clinical savings opportunities for members of Client's prescription drug plan with Client's prescription drug vendor (the "Business Purpose"); WHEREAS, Client and MMA have entered into a Professional Services Agreement and Health Insurance Portability and Accountability Act (HIPAA) Business Associate Agreement under which MMA provides health and welfare consulting and administration services; WHEREAS, Company will provide Client a savings analysis to determine opportunities for switching members to lower cost/alternative drugs (the "Services"); and In order for the Services to be provided, Client has requested that MMA provide certain Confidential and Proprietary Information (i.e. detailed claims summary and as defined below) to the Company. This data will be used in order to determine potential clinical savings opportunities for members of Client's prescription drug plan with Client's prescription drug provider. NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows: 1. Confidential Information. "Confidential Information"shall mean any information requested by Client to be disclosed by MMA to Company, any information pertaining to the Client or MMA, regardless of the form in which it is communicated or maintained (whether oral, written, electronic or visual) and whether prepared by MMA or otherwise, which is disclosed to the Company in connection with the Business Purpose and including, but not limited to, all Client's detailed claims files containing scrambled member ID, NDC, ncpdp/npi, fill date, quantity, day supply, member cost, plan cost/employer cost and total cost, trade secrets,financial data,financial projections, strategies, marketing plans, unpublished information, products, projects, plans, customer lists, Non-Public Personal Information, records, reports, analyses, notes, memoranda, documentation, data, specifications, diagrams, statistics, systems or software, manuals, business plans, operational information or practices, processes (whether or not patented, patentable or reduced to practice), contractual arrangements with, and information about, MMA's suppliers, distributors and customers, or other information that are based on, contain or reflect any such Confidential Information. All information received from MMA or Client shall be considered Confidential Information, unless it is specifically designated as non-proprietary and non-confidential. "Non-Public Personal Information" shall mean any Client or MMA (or affiliate) customer, retiree or employee name accompanied by any of the following data elements that are not encrypted: (a) social security number; (b) driver's license number or government issued ID numbers; (c) account, credit card number, debit card number (in combination with any required password that would permit access to the individual's financial account); (d) banking information; (e) date of birth; (f) protected health information; and (g) employee salary information. OFFICIAL RECORD CITY SECRETARY Crlsofl FT.WORTH, TX Confidentiality Agreement—Rx Savings, LLC dba Rx Savings Solutions Page 2 Confidential Information shall not include: (a) information which is or becomes publicly available other than as a result of a violation of this Agreement; (b) information which is or becomes available on a non- confidential basis from a source which is not known to the Company to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to Client or MMA; (c) information which the Company can demonstrate was legally in its possession prior to disclosure by Client or MMA; or(d)information which is developed by or for the Company independently of the Confidential Information. 2. Nondisclosure and Use of Confidential Information. Confidential Information shall not be used for any purpose other than to complete the Business Purpose. Confidential Information shall be held in confidence by the Company and shall not be disclosed without prior written consent of Client and MMA, except to those employees,directors or officers of the Company(the"Agents")with a need-to-know the Confidential Information for the purposes of completing the Business Purpose. The Company shall be responsible for any breach of this Agreement by the Company or its Agents. The Company shall use the same degree of care to protect the Confidential Information as the Company employs to protect its own information of like importance, but in no event less than a reasonable degree of care based on industry standards. 3. Required Disclosure. In the event that the Company is requested or required by legal or regulatory authority to disclose any Confidential Information, the Company shall promptly notify Client and MMA of such request or requirement prior to disclosure, if permitted by law, so that Client and MMA may seek an appropriate protective order. In the event that a protective order or other remedy is not obtained, the Company agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. The Companywill provide reasonable cooperation to Client and MMA and their legal counsel with respect to performance of the covenants undertaken pursuant to this Section 3. 4. Remedies. The Company agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that Client and MMA shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. 5. Return or Destruction. At any time upon Client's or MMA's written request, the Company shall return or destroy, at Client or MMA's option, all written Confidential Information, including that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the Company, and the Company and its Agents shall not retain any copies of such written Confidential Information; provided, however, that Confidential Information may be retained by the Company to the extent that retention of such Confidential Information is necessary to comply with the Company's internal document retention policies aimed at legal, corporate governance or regulatory compliance and any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement.The Company shall, upon written request of Client or MMA, cause one of its duly authorized officers to certify in writing to Client or MMA that the requirements of the preceding sentence have been satisfied in full. 6. Term. The obligations in this Agreement commence effective as of Effective Date of this Agreement and will survive for a period of three (3)years from the date the Confidential Information is received by the Company, except that the obligations of this Agreement with regard to Non-Public Personal Information shall survive indefinitely. 7. No License. It is understood that nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed to the Company. Confidentiality Agreement—Rx Savings, LLC dba Rx Savings Solutions Page 3 8. Indemnification. The Company agrees to indemnify and hold MMA harmless from and against any claim, cost, liability or other amount (including without limitation reasonable attorney's fees) in connection with the breach by the Company of its obligations under this Agreement. The Company agrees to indemnify and hold Client harmless from and against any claim, cost, liability or other amount (including without limitation reasonable attorney's fees) in connection with the breach by the Company of its obligations under this Agreement. 9. Amendment. Any amendment to this Agreement must be in writing and signed by an authorized representative of each Party. 10. No Assignment. This Agreement may not be assigned by any of the Parties unless prior written consent is obtained; provided, however, that upon written notice to the Company and Client, MMA may assign this Agreement (including the right to enforce its terms) to a parent, affiliate or subsidiary at its sole discretion without consent. 11. Non-Waiver. No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Parties making the waiver. 12. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas without regard to its conflict of laws provisions. 13. Entire Agreement. This Agreement constitutes the full and entire agreement between the Parties regarding the confidentiality of the Confidential Information. 14. Severability. If any provision, paragraph or subparagraph of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, such adjudication shall not affect the validity of the remainder of this Agreement, including any other provision, paragraph or subparagraph. Each provision, paragraph and subparagraph of this Agreement is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant. 15. Counterparts. This Agreement may be signed in counterparts and may be delivered by facsimile or electronic means, each of which may be deemed an original, and all of which together constitute one and the same agreement. 16. Authorization and Binding Obligations. Each Party represents to the other Parties that the execution, delivery and performance of this Agreement have been duly authorized, and this Agreement has been duly executed and delivered by the signatory so authorized, and the obligations contained herein constitute the valid and binding obligations of such Party. 17. Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Confidentiality Agreement—Rx Savings, LLC dba Rx Savings Solutions Page 4 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first set forth above. City: Vendor: RX Savings, LLC DBA RX Savings Solutions 73:Zj. Rem By: esus J.Chapz 15,20211101 CDT) By: Brandy Rea(Jul 14,202115:44 CDT) Name: Jesus Chapa Name: Brandy Rea Title: Assistant City Manager Title: Chief Legal Officer Date: Jul 15) 2021 Date: Jul 14) 2021 MARSH & MCLENNAN AGENCY LLC—TRION GROUP DIVISION 7henela SteeraeL By. Theresa Stenger(Jul 14,2 107:25 EDT) Name:Theresa Stenger Title: Practice Leader CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: Nathan Gregory(Jul l 0211 . CDT ensuring all performance and reporting Name: Nathan Gregory requirements. Title: Assistant Human Resources Director Toanne 1-fin-ton Approved as to Form and Legality: By: Joanne Hinton(Jul 14,202115:45 CDT) Name: Joanne Hinton Title: Benefits Manager ve bb�4cOAn�� By: JBStrong(Jul 15, 02110:54 CDT) O` o ooRo. �aT� Name: JB Strong City Secretary: 0.3.0 ° odd Title: Assistant City Attorney ~o o�d F,(..C./ *p °° F� By: G' ��a Contract Authorization: Name: Ronald Gonzales a>z�nExAS��p M&C: Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX