administrative records shall'be and remain the sole property of Purchaser. In addition, all
information generated under and/or contained in HPHC’s information system pertaining to the
Plan, except for Member identifiable medical records and other privileged information, shall
also be and remain the property of Purchaser. HPHC shall assist in establishing, maintaining
and carrying out procedures for the keeping and preservation of the Plan’s books and reéords,
including providing for the manner and time of their preservation in accordance with ail
applicable laws. HPHC shall use reasonable efforts to protect the confidentiality of the records
of the Pian. In this connection, medical records and other privileged information regarding
Members will not be disclosed by HPHC except (a) with the consent of the Member or of the
Member's parent or guardian if the Member is a minor person, unless otherwise required by
law, (b) pursuant to a court order, (c) if allowed by applicable law, as necessary for the efficient
operation of the Plan, or (d) when required by applicable law. A confidentiality statement
signed by Purchaser and/or its Designee may be required. HPHC’s Confidentiality Guidelines
shall be applicable to this Agreement. See Attachment H incorporated herein by reference.
. (ii) Notwithstanding the foregoing, unless prohibited by law or inconsistent with
National Committee on Quality Assurance (NCQA) standards, HPHC shall make available to
Purchasers Designee, all confidential and non-confidential claims data necessary for the
identification, reporting and adjudication of claims under the requirements of Purchaser's stop-
loss policy, without requiring a court order. All charges for providing such data shail be
specified in Attachment C. Purchaser shail indemnify and hold harmless HPHC from any and
all costs or claims associated with the release of such information (including data released
upon termination as provided herein} to Purchaser.
(iii) Upon termination of this Agreement for any reason, HPHC shall, as soon
as practicable, but no later than ninety (90) days from the date of termination, deliver in usable
form to Purchaser or its Designee appropriate and reasonable claims data pertaining to the
Plan for Purchaser's Members, on electronic media, as mutually agreed upon, in HPHC's
possession. HPHC may charge Purchaser a fee for the preparation and transfer of these
records on electronic media. Data that is collected subsequent to the termination date shall be
delivered to Purchaseror its Designee at thirty (30) day intervals, and the cost of the
preparation and transfer of this information shall be included as a preparation and transfer fee.
HPHC may retain copies of information reasonably necessary for its operation. HPHC shall,
after termination of this Agreement for any reason, continue to provide Purchaser's Designee
in accordance with Sections 1.8 (i), (ii} and (iii), confidential and non-confidential claims data
necessary for the Identification, reporting and adjudication of claims for as long as the terms of
Purchaser's stop-loss policy are applicable to this Agreement and remain in effect. A copy of
Purchaser's stop-loss policy, if applicable to this Agreement, is attached hereto as Attachment
G.
1.9 Cooperation. Purchaser shall cooperate with HPHC in the performance of its
Services hereunder and HPHC shall not be liable for any breach of obligations of this
Agreement caused, in whole or in part, by the lack of cooperation or breach of obligations by
the Purchaser or lack of cooperation by Members. HPHC shall cooperate with Purchaser and
its Designee in providing all data, reports, and other services described in this Agreement,
subject to the terms of this Agreement relating to the provision of Member identifiable
confidential and/or privileged information including medical records. In accordance with
Attachment A, HPHC shail assist as requested and provide such information to Purchaser or
its Designee or to potential stop loss carriers as is necessary to obtain stop loss quotations
and policies. A charge will be made for the provision of any information, however, that Is not
specifically designated in Attachment A as a Covered Service. Purchaser shail assist HPHC,
FORM#PS01 , 05/17/2002
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