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HomeMy WebLinkAboutC19-135 Leif AssociatesDocuSign Envelope ID: 8EB0074A-8783-4C32-A8F6-3EADDA76F907 CONFIDENTIALITY AGREEMENT THIS CON CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into as 4 of the , by and between by and between Eagle County, Colorado, a body corporate and politic (the "County") and Leif Associates, Inc., a Colorado corporation ("Leif"). (each a "Party" and collectively the "Parties"). RECITALS: WHEREAS, Leif will be performing a study for the Vail Valley Partnership (the "Partnership"), of which the County is a member, to determine the viability of establishing a local Health Care Purchasing Collaborative (the "Study"); and WHEREAS, the Partnership has requested that the County contribute to the Study by disclosing to Leif certain "Confidential Information" (as hereinafter defined); and WHEREAS, the County desires to assist with the Study and in doing so desires to protect such Confidential Information disclosed to Leif during the course of the Study; and WHEREAS, the Parties desire the establishment of certain restrictions to protect such Confidential Information against the risk of unauthorized use or disclosure. AGREEMENT: NOW, THEREFORE, in consideration of the premises, as well as the obligations herein made and undertaken, County and Leif, intending to be legally bound, do hereby agree as follows: 1. Confidential Information. This Agreement shall apply to all "Confidential Information" to which Leif or Leif's personnel may be exposed as requested in Exhibit A. For purposes of this Agreement, "Confidential Information" shall include any information requested in Exhibit A including but not limited to medical, member, business, scientific or technical information, trade secret, design, process, procedure, formula, intellectual property (software), or improvement and any data or information that is important, competitively sensitive, and not generally known by the public, such as policies and procedures, marketing strategies, pricing policies, financial information, referral sources, customer or patient lists, accounts payable and receivable, information concerning employees, physical plant and internal performance results. 2. Restrictions On Use And Disclosure. Leif shall not use, copy, transfer, disclose, or permit any unauthorized person to obtain any such Confidential Information (whether or not the Confidential Information is in written or tangible form). Leif shall instruct all such personnel not to use, copy, transfer or disclose such Confidential Information except to the extent so required to perform the services it has been hired to perform to conduct the Study and within the limitations imposed under this Agreement. The provisions of this Section 2 shall survive termination of this Agreement. Notwithstanding the foregoing, Leif may copy, transfer and disclose Confidential Information to the partnership: (1) only if such Confidential Information has been "De -Identified," as that term is used at 45 C.F.R. Section 164.502(d) and 164.514; and (2) only if such De -Identified Confidential Information is aggregated with other data received by Leif from other insurers. DocuSign Envelope ID: 8EB0074A-8783-4C32-A8F6-3EADDA76F907 3. Security Measure. Leif shall use reasonable efforts, including the use of confidentiality agreements with its employees and consultants to protect Confidential Information. The provisions of this Section shall survive the termination of this Agreement. a. Leif agrees that if County determines or has a reasonable belief that Leif may have used, made a disclosure of or permitted access to Confidential Information in a way that is not authorized by this Agreement, then County may in its sole discretion require Leif to: (a) promptly investigate and provide a written report to County of Leif's determination regarding any alleged or actual unauthorized disclosure, access or use; (b) cease such practices immediately; (c) return to County or destroy all Confidential Information; and (d) take any other action County deems appropriate. b. Leif shall assist County in developing and implementing a Breach response pursuant to HIPAA, C.R.S. § 24-73-101 et seq., C.R.S. §§ 24-73-101 et seq. and any other state or federal law. c. Leif shall specifically comply with all requirements of third party providers in C.R.S. §§ 24-73-101 et seq. 4. Indemnification. Leif shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Leif or any of its subcontractors hereunder; and Leif shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of Leif. This paragraph shall survive expiration or termination hereof. 5. Protected Health Information. The County is a "Health Plan," as that term is defined at 45 C.F.R. Section 164.501 45 C.F.R. Section 160.103, of the Information," as that term is defined manner consistent with its Business and incorporated herein at Exhibit B . Leif is a "Business Associate," as that term is defined at County. Leif agrees that it will treat "Protected Health at 45 C.F.R. Section 164.501, received from County in a Associate Agreement with the County which is attached 6. Term and Return of Information. This Agreement shall continue until the conclusion of the Study. After conclusion, Leif shall upon request return to County all materials in its possession or within its control that contain or reflect Confidential Information, or if requested shall certify to County the complete destruction of same. 7. Injunction. The unauthorized disclosure or use of any Confidential Information by Leif could cause irreparable harm and significant injury to County, which may be difficult to measure with certainty or compensate through damages. Accordingly, County shall have the right to seek and obtain an immediate injunction, without necessity of posting any bond for the protection of Leif, enjoining any breach by Leif of this Agreement upon application to a court of competent jurisdiction, and Leif shall not plead as a defense to any such action that County has an adequate remedy at law. 8. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable, the 2 DocuSign Envelope ID: 8EB0074A-8783-4C32-A8F6-3EADDA76F907 remainder of this Agreement and the application of any such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and all other terms shall be valid and enforceable to the fullest extent permitted by law. 9. Venue, Jurisdiction and Governing Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 10. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to Confidential Information disclosed to Leif in the course of the Study, and there are no promise, agreements, conditions, undertakings, warranties, or representations, oral or written, expressed or implied, between them with respect to the subject matter hereof, other than set forth herein. This Agreement may not be modified except by an agreement in writing signed by both parties. 11. Notices. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e- mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Hollis Dempsey 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8793 E -Mail: hollis.dempsey@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONTRACTOR: Leif Associates, Inc. Attn: Elizabeth Leif 1331 Seventeenth Street, Suite 350 Denver, CO 80202 Phone: (303) 294-0994 Fax: (303) 294-0979 elleifOIeif.net DocuSign Envelope ID: 8EB0074A-8783-4C32-A8F6-3EADDA76F907 12. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. §§ 24-71.3-101 to 121. DATED the year and date first above written. Eagle County Government By and Through its County Manager DocuSigned by: 5 By %n(t E7639644A328424... LEIF ASSOCIATES, INC., a Colorado corporation DocuSigned by: By (XAF C39490F1018743B... Title County Manager Title President M