as requested, in obiaining executed confidentiality agreements from any entity other than
Purchaser which Purchaser has requested receive any data HPHC deems confidential and/or
privileged. Both parties agree to cooperate with each other as necessary to assure compliance
with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
1.10 independent Contractors. Except as otherwise specifically provided herein, the
relationship between Purchaser and HPHC and between HPHC and Contracting Providers is
an independent contractor relationship. Contracting Providers are not employees or agents of
HPHC and neither HPHC nor any employee of HPHC fs an employee or agent of Contracting
Providers of care. HPHC is not an employee or agent of Purchaser and will perform only those
functions for Purchaser as set forth in this Agreement. Neither HPHC nor Purchaser will hoid
HPHC out to third parties as having any authority from Purchaser not granted by this
Agreement. HPHC is not responsible and shall not be liable for any claims which may arise
.from the provision of medical and/or hospital services to Members by Participating Providers.
1.44 Provider-Patient Relationship. Contracting Providers of care maintain the
‘physiciar/ hospital-patient relationship with Members and are solely responsible to Members
for all services they provide.
1.42 Hold Harmless. HPHC agrees to indemnify, defend and hold harmless
Purchaser and its employees, elected officials, agents, contractors, Designee, past and
present, from and against any and all damages, penalties, costs, claims, suits, demands,
causes of action or expenses {including reasonable attorneys’ fees) which may be imposed
upon, or incurred as a result of, or arising from, or in any way connected with, any gross
negligence or wiilful act or omission, fraud or criminal conduct of HPHG, its officers, directors,
employees or agents, past and present. Provided, however, nothing herein makes HPHC
liable for any benefit that would otherwise be payable under the Plan.
Purchaser agrees to indemnify, defend and hold harmless HPHC and their respective
subsidiaries and affiliates; and their respective employees, directors, agents, contractors,
officers, and designees, past and present, from and against any and all damages, penaities,
costs, claims, suit, demands, causes of action or expenses (including reasonable attarneys’
fees) which may be imposed upon, or incurred as a result of, or arising from, or in any way
connected with, any gross negligence or willful act or omission, fraud or criminal conduct of
Purchaser, its officers, directors, employees or agents, past and present.
1.13 Legal Defense. Notwithstanding any provision of this Agreement to the
contrary, the defense, including legal fees and costs, together with the amount of any
judgment, of any legal action arising out of a claim for benefits under the Plan, shall be the
responsibility of the Purchaser, and shall not be an obligation of HPHC. HPHC shall, however,
- cooperate with Purchaser by furnishing such material or information as it has available in
connection with the defense of any such action.
1.14 Expenses, HPHC will not be considered the insurer, guarantor or underwriter of
the liability of the Purchaser to provide Covered Services to Members. Purchaser will be
responsible for all expenses incident to the operation of the Plan or related to the provision of
Covered Services, except as may be specifically assumed by HPHC under this Agreement.
Purchaser shall make funds available to HPHC, for payment of Covered Services, in
accordance with Attachment D, “Funding of Covered Services,” attached hereto and
incorporated by reference.
FORM#PSOt 05/17/2002
