2014-141 Health - NC HIE to oversee, administer and operate electronic health information exchange network

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(a) Advisory Council shall mean the NC HIE Advisory Council,composed of qualified third parties selected and formed to advise NC HIE as to matters related to the administration of the HIE Network- (b) Agreement shall mean this Amended and Restated North Carolina Health Information Exchange Participation Agreement and all Exhibits hereto. (c) Applicable Law shall mean all applicable state and federal statutes and regulations governing the activities of Participants in connection with this Agreement. (d) Authorized Users shall mean persons health care providers, employees, professional staff, and other Workforce members of a Participant organization who have been authorized by the Participant to utilize the HIE Network for a Permitted Purpose through Participant's System or through user interfaces made available by NC HIE and who have, at the request of Participant or as otherwise provided in the NC Policies and Procedures,been assigned a user name and password by NC HIE. Authorized Users shall only be natural persons and shall not be other legal or operating entities or affiliates or subsidiaries of Participant except as may be provided in the NC HIE Policies and Procedures. References to Participant will be deemed to include a reference to the Participant's Authorized Users unless the context requires otherwise. (e) Confidentiality Agreement shall mean an agreement between a party and one or more of its Authorized Users that establishes and defines restrictions on the acquisition, access, Disclosure, and use of Patient Information through its System and the HIE Network, including means for safeguarding Patient Information and Confidential Business Information. (f) Confidential Business Information shall mean proprietary or confidential materials or information of a party in any medium or format that a party labels as such upon disclosure,and shall include, but not be limited to: (i)the party's designs, drawings,procedures, trade secrets, processes, specifications, source code, System architecture, security measures, research and development, including, but not limited to, research protocols and findings, passwords and identifiers, new products, and marketing plans; (ii) proprietary financial and business information of a party;and(iii)information or reports provided by a Discloser pursuant to this Agreement."Confidential Business Information"shall not include Patient Information;or any information which: (a) is or becomes known publicly available through no fault of a Receiving Party (as defined below); (b) is learned of by a Receiving Party from a third party entitled to Disclose such information; (c) is already known to a Receiving Party before receipt from a Discloser, as evidenced by such Receiving Party's written records generated before the Receiving Party received such information; or (d) is independently developed by a Receiving Party without reference to, reliance on, or use of a Discloser's Confidential Business Information. Patient Information is excluded from the definition of Confidential Business Information. (g) Disclose, Disclosed, and the noun form, Disclosure, shall mean the release,transfer,provision of,access to,or divulging in any other manner,of Patient Information. (h) Effective Date shall mean the date that both of the following occur: (i)the Amended and Restated NC HIE Participation Agreement is approved by the NC HIE Council and(ii)the Agreement is executed unilaterally. (i) Emergency Medical Condition shall mean a medical condition manifesting itself by acute symptoms of sufficient severity, including severe pain, such that the absence of 2