2017-640-E HR - Flexible Benefits Administrators, Inc. (FBA) to authorize FBA to work directly with Delta Dental

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DocuSign Envelope ID:B156146B-0400-4433-84BD-A56E1DCE5DA7 Data in accordance with any other applicable agreement between Employer and Vendor ("Services Agreement"). In case of conflict between this Agreement and the Services Agreement, this Agreement shall control. Nothing herein shall prohibit Vendor from integrating or merging the Data into another Vendor database provided (1) any use or disclosure of any data or information from the merged or integrated database shall be on an aggregated basis such that no individual patients, providers, health plans, insurers, administrative services providers, or other individuals or entities can be identified, explicitly or implicitly, directly or indirectly, by users of such databases, and (2) Vendor does not and will not use, disclose or sell to or on behalf of any third party any pricing data or information contained in the Data without Delta Dental's and Employer's express prior written consent. The Parties' use or disclosure of the Data will be in compliance with all applicable laws, rules and regulations, including but not limited to the patient confidentiality requirements of the HIPAA Privacy Rule (45 CFR Parts 160 and 164). 3. If applicable, as determined by the Employer, the Employer has obtained or will obtain, pursuant to 45 CFR 164.508 of the HIPAA Privacy Rule, proper, written authorization from all individuals whose protected health information is used for any purpose except to carry out payment activities, for health care operations, or as otherwise permitted or required by law without consent or authorization of the individual. 4. The Data will be provided only to those employees, officers and principals of the Parties who are directly involved in the Services or in providing other service to the Employer or the Plan, but only after each individual has been informed of the confidential nature of the Data and instructed to treat the Data in accordance with this Agreement. The Data will be held confidential at all times and will not be divulged to any other party except as required by law. If any court order, regulatory order, other legal process or legal obligation requires Vendor to disclose information covered by its confidentiality obligation, Vendor will provide Delta Dental prompt telephonic and written notice of any such order or process (including providing a copy of the order or process), and cooperate with Delta Dental in responding to it unless such notice is prohibited by law. Such cooperation will be at Vendor's expense, unless the court order, regulatory order, legal process or legal obligation arises from an action against Delta Dental. 5. Each party represents that it has appropriate procedures and safeguards in place with respect to its use of the Data and the confidentiality of protected health information, and/or proprietary information of Delta Dental contained therein, and which will insure the integrity and security of the Data. The Parties will ensure that the transmission, handling, storage, use and any eventual elimination of this Data will preserve patient privacy and the confidentiality of the Data in compliance with all applicable laws, rules and regulations, including but not limited to the HIPAA Privacy Rule. 6. Each party shall assume liability solely for its own actions and shall not be responsible for any claims relating to breaches or alleged breaches of confidentiality concerning Data that is released or disclosed by another party to this Agreement. 7. To the extent that Vendor will be given access to any Delta Dental online toolkit ("Online Toolkit") for purposes of accessing or entering claims or eligibility data, Delta Dental hereby grants Vendor a limited, non-sublicensable, non-transferable, non-exclusive, temporary license to use the Online Toolkit. Vendor shall be solely responsible for the accuracy and completeness of the data entered using the Online Toolkit. Vendor shall indemnify and hold harmless Delta Dental its affiliates, members, officers, employees and agents, including persons or entities acting at the direction of or on behalf of Page 2 of 4 P:\Legal\CTS\DDNC\ORANGE COUNTY-FLEXIBLE BENEFIT ADMINISTRATORS Vendor Authorization Agreement(governmental entity((7-13-2017).doc