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HMA TPA Agreement Page 18 4/22 <br />conducted in accordance with the Commercial Arbitration Rules of the American <br />Arbitration Association (“AAA”), using the Expedited Procedures applicable to such <br />rules (irrespective of the size or nature of any party’s claim), but need not be <br />administered by the AAA. The parties agree that any suit brought to compel <br />arbitration or enforce an arbitration award shall be brought in the applicable court <br />in Seattle, WA and the parties consent to jurisdiction thereof for that purpose. <br />(n)Governing Law. This Agreement shall be deemed to have been executed and <br />entered into in Bellevue, Washington and shall be governed, construed, performed <br />and enforced in accordance with the laws of the State of Washington, without <br />regard to its conflict of law principles. <br />(o)Headings. The headings used in this Agreement are solely for convenience of <br />reference, are not part of this Agreement, and are not to be considered in <br />construing or interpreting this Agreement. <br />(p)Counterparts. This Agreement may be executed in one or more counterparts, <br />each of which shall be deemed an original, and all of which together shall <br />constitute one and the same instruments. <br />(q)HIPAA. The Plan Sponsor shall appropriately safeguard and limit the use and <br />disclosure of enrollees’ Protected Health Information, which the Plan Sponsor may <br />receive from HMA, in accordance with the requirements of 45 Code of Federal <br />Regulations §164.504(f)(2).The Plan Sponsor agrees that the Plan will be in <br />compliance with all requirements involving the use or disclosure of protected <br />health information as provided for in 45 C.F.R. Part 164. The duties and <br />responsibilities of HMA in connection with the requirements imposed by HIPAA and <br />regulations promulgated thereunder will be set forth in the Business Associate <br />Agreement entered into between the Parties to this Agreement. <br />(r)Confidential Information. Neither party shall disclose confidential information <br />to any other entity without the prior written consent of the party that holds the <br />right, title and interest in the information. Confidential information means all <br />confidential and proprietary information that includes information not generally <br />known to the public, is maintained by the party that holds the right, title, and <br />interest in the information as confidential, and may contain information which has <br />commercial value or other business utility. All HMA confidential information must <br />be transmitted by or attached to an email to the City containing the words, “This <br />email contains Confidential Information subject to a Confidentiality Agreement.” <br />Any HMA confidential information not so transmitted or attached is not confidential <br />information for the purposes of this section. <br />Regardless of the foregoing, this contract and all invoices, pricing, and documents <br />stating what the City pays the HMA are never confidential, regardless of whether <br />or not it is marked confidential by HMA. If confidential information is inputted <br />into a City system, such as Cayenta, POs, or the City’s Contract Management <br />System, the information loses its confidential designation and is no longer <br />confidential information for the purposes of this section. <br />Nothing in this section shall prohibit the disclosure of any confidential information <br />required by law, but in the event of any such disclosure, the disclosing party shall <br />within a reasonable time notify the other party in writing, describing the <br />circumstances of and extent of the disclosure.