d. Employer may disclose the minimum amount of Anthem's Information necessary to Employer]'s stop loss
carriers, consultants, auditors and Plan Contractors, provided that: (1) each such third party needs to know
such Information in order to provide services to Employer; (2) the restrictions contained in Article 10(c) shall
apply to each such third party as well as to Employer; and (3) prior to such disclosure, each such third party
shall enter into a confidentiality agreement (or an appropriate amendment to an existing one, as applicable)
with Anthem with respect to the planned disclosure.
é. Upon termination of this Agreement, each Party shall return or destroy the other Party's Information or
retain the Information in accordance with its reasonable record retention policies and procedures; provided;
however that each Party shall continue to comply with the provisions of this Article 10 for as long as it
retains the other Party's Information.
f. This Agreement shall not be construed to restrict the use or disclosure of information that: (1) is public
knowledge other than as a result of a breach of this Agreement; (2) is independently developed by a Party
not in violation of this Agreement; (3) is made available to a Party by any person other than the other Party,
provided the source of such information is not subject to any confidentiality obligations with respect to it; or,
(4) is required to be disclosed pursuant to law, order, regulation or judicial or administrative process, but
only to the extent of such required disclosures and after reasonable notice to the other Party.
ARTICLE 11 - DATA REPORTS
a. Upon Employer's request and only as permitted by the business associate agreement entered into between
the Parties, Anthem will provide Anthem's standard account reporting package. Prior to Anthem providing
data or reports to Employer, the Parties must mutually agree to the types, format, content and purpose of
the reports requested. If Employer requests from Anthem information that is not part of Anthem's standard
account reporting package, and such request is approved by Anthem, Employer agrees to pay a mutually
agreed upon charge to Anthem for such additional reports.
b. If Employer requests Anthem to provide a data extract or report to any third party engaged by Employer (a
"Plan Contractor") for use on Employer's behalf and Anthem agrees to do so: (i) to the extent such extract
or report includes protected health information ("PHI") as defined in HIPAA, Anthem's disclosure of the PHI
and Plan Contractor's subsequent obligations with respect to the protection, use, and disclosure of the PHI
will be governed by Employer's applicable business associate agreements with Anthem and the Plan
Contractor; and (ii) to the extent such data or report includes Anthem's Proprietary Information and/or
Anthem's Confidential Information, Employer acknowledges and agrees that Plan Contractor shall be
subject to the restrictions set forth in Article 10 of this Agreement and shal! enter into a confidentiality
agreement with Anthem (or amend an existing one, as applicable) prior to Anthem's release of the extract
or report.
Cc. Employer agrees not to contact, or to engage or permit a Plan Contractor to contact on Employer's behalf,
any Provider concerning the information in any reports or data extracts provided by Anthem unless the
contact is coordinated by Anthem.
d. In addition to their unlimited rights to use Anthem’s Proprietary Information and Confidential Information,
Anthem and Anthem Affiliates shall also have the right to use and disclose other Claim-related data
collected in the performance of services under this Agreement or any other agreement between the Parties,
so long as: (1) the data is de-identified in a manner consistent with the requirements of HIPAA; or (2) the
data is used or disclosed for research, health oversight activities, or other purposes permitted by law; or (3)
a Member has consented to the release of his or her individually identifiable data. The data used or
disclosed shall be used for a variety of lawful purposes including, but not limited to, research, monitoring,
benchmarking and analysis of industry and health care trends. Anthem may receive remuneration for the
data only if permitted by HIPAA.
ARTICLE 12 - CLAIMS AUDIT
a. At Employer's expense, Employer shall have the right to audit Claims on Anthem's premises, during regular
business hours and in accordance with Anthem's audit policy, which may be revised from time to time. A
copy of the audit policy shall be made available to Employer upon request.
Enterprise Administrative Services Agreement — October 2012 Master Template 10
City of Nashua 06/17/2013
