2017-383-E HR - Envision Pharmaceutical Services, LlC to provide claims admin and parmacy benefit services

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DocuSign Envelope ID: 57C7A907-5B58-49D3-A739-6F02F5DAADB5 NON DISCLOSURE AGREEMENT This NON DISCLOSURE AGREEMENT ("Agreement") is entered into by and between Orange County ("Employer"), Envision Pharmaceutical Services, LLC, an Ohio limited liability company ("Vendor") and United HealthCare Services, Inc. for itself and its affiliated and associated companies ("United") and will be effective on 6/5/2017. Employer, Vendor and United may individually be referred to herein as a "Party" and may jointly be referred to together as the"Parties."These parties acknowledge and agree as follows: Purpose: Employer and United entered into an administrative services agreement under which United provides claims administration and other services for Employer's employee welfare benefit plan ("Plan"). Employer has retained Vendor to provide pharmacy benefit services for the Plan("Services"). Confidential Information: Employer has requested that United disclose to Vendor certain documents, statistical infoiniation and other information (including internal audit reports) which is commercially valuable, confidential, proprietary, or trade secret ("Proprietary Information") and also materials which may contain confidential health information as defined under 45 C.F.R. Part 160 ("Confidential Health Information"). For further clarification, Proprietary Information shall include, but not necessarily be limited to United's contract reimbursement teems including data related to allowable or discount amounts. Proprietary Infounation shall include fmancial provisions related to United's contracted healthcare providers and claims data from which those financial provisions can be derived. Proprietary Infounation and Confidential Health Infounation shall collectively be referred to in this Agreement as"Confidential Infounation". United has agreed to disclose certain Confidential Infoumation subject to the tennis of this Agreement. Disclosure of the Confidential Information is at the sole discretion of United, and United's consent to supply and allow Vendor to use the Confidential Infoimation now or in the future can be withdrawn at any time with reasonable notice to Vendor. Confidential Information disclosed by United to Vendor in connection with the Services shall be used by Vendor only as permitted by this Agreement. The Parties agree that United has the right to review the terms of this Agreement at least once every year to ensure that the terms of data sharing do not conflict with United's internal data release policies, which may change from time to time, and the Parties will reasonably work to address any issues. Vendor and Employer acknowledge and agree that United's agreements with its network of health care providers ("Provider Agreements") include restrictions on United's disclosure of provider-specific pricing and discount information to any third parties, including, but not limited to vendors and, as such, Confidential Information provided to Vendor under this Agreement must not violate the Provider Agreements. Confidential Infounation shall not include information: (i) generally available to the public prior to or during the time of the Services through authorized disclosure; or(ii) obtained from a third party (defined as any entity not a Party to this Agreement)who is under no obligation to United not to disclose such information. Systems Access: If United grants Vendor the right to access the benefit administration systems that United makes available to facilitate the transfer of Confidential Information ("Systems") the following conditions apply. The Systems, and any documentation with respect to the Systems, shall be treated as Proprietary Information as defined in this Agreement and subject to the same confidentiality restrictions contained herein. This right is nonexclusive and nontransferable,and all rights,title and interest in the Systems remain United's. Vendor shall not share,lease or otherwise transfer its right to access and use the Systems to any other person or entity. In accessing and using the Systems, Vendor shall use commercially reasonable security measures, including measures to protect: (a) the confidentiality of user identification and passwords and (b) data accessed through the Systems from unauthorized access or damage,including damage by computer viruses. Vendor also agrees to comply with United's commercially reasonable security measures of which United notifies Vendor. Vendor will contact United promptly if(a)any breach of the security procedures is suspected or has occurred and/or(b)an employee no longer needs Systems access due to termination of employment, or otherwise, so that United may deactivate the employee's identification number or password. 1