Asserta Health Inc 10/18/2018 - Laserfiche WebLink

jurisdiction to constitute gross negligence; or (e)the breach by Health Plan of any of its representations, warranties or covenants under this Agreement provided in each case that no such obligation shall apply to the extent any Losses arise from the breach of this Agreement or gross negligence or willful misconduct of Asserta. 8. Protected Health Information. In connection with the performance of its duties under this Agreement,Asserta shall create and receive Protected Health Information (PHI). Asserta shall have the obligations and responsibilities with respect to PHI as set for in that certain Business Associate Agreement executed with the designated TPA dated 9. Ownership of Records.Asserta acknowledges that all Member records and files maintained by Asserta are the property of Health Plan. Notwithstanding the foregoing, Health Plan acknowledges and agrees that(a)Asserta may retain and use such records for its internal business purposes and to improve the quality and performance of the Services and Asserta's other products and services, so long as after the termination of this Agreement such retained records do not contain personally identifiable information of any Member;, and (b) in the course of performing the Services,Asserta shall collect data and information relating to Provider pricing,Provider discounts and other industry information that does not contain personally identifiable information of any Member (collectively,"Industry Data"),and that such Industry Data shall constitute Asserta's Proprietary Information(as defined below). 10. Audits. Health Plan shall have the right to audit Asserta no more than one(1)time each calendar year during the Term and within one (1)year after the termination of the agreement in order to determine whether or not it is performing its obligations under this Agreement,subject to the following: 10.1.Scheduling. The place,time,length and frequency of all audits must be reasonable and agreed to by Asserta; 10.2.Expenses. Health Plan shall pay any expenses incurred by Health Plan and Asserta for the audits; 10.3.Conduct of Audit. The audit shall be conducted by Health Plan, or by a third party if such party is acceptable to Asserta;and 10.4.Reports. Asserta will be provided with a copy of any audit reports within thirty (30) days following completion of the physical audit process. 11. Confidential Information. 11.1.Asserta's Proprietary Information. Health Plan acknowledges that all intellectual property,products and systems provided or used by Asserta in the performance of the Services, including any developments, enhancements, improvements or modifications thereto, shall remain solely and exclusively the property of Asserta. In addition, Asserta shall retain sole and exclusive ownership in all works of authorship, ideas, concepts,know-how and inventions,whether or not patentable,created or conceived by Asserta in the course of providing the Services under this Agreement. Health Plan shall not obtain any proprietary rights in any proprietary or confidential information which has been or is disclosed to Health Plan by Asserta,including without limitation,any data or information that is a trade secret or competitively sensitive material;systems, products, system architecture, computer software, records, reports, forms, business methods and documentation related to each of the foregoing,in each case,whether owned,licensed or otherwise provided or used by Asserta; software performance results; flow charts and other specifications (whether or not electronically stored);data and data formats(collectively,"Asserta's Proprietary Information")whether any of the materials are developed or purchased specifically for performance of this Agreement or otherwise. Health shall return to Asserta all of Asserta's Proprietary Information upon the expiration or termination of this Agreement. Asserta's Proprietary Information never includes PHI, which is otherwise covered under this Agreement,the Business Associate Agreement and applicable law. 11.2.Confidentiality. Subject in all respects to Section 11.5, Health Plan shall maintain Asserta's Proprietary Information in strict confidence. Without limiting the generality of the foregoing, Health Plan agrees: -5 -