R2007-236 AUTHORIZING AGREEMENT WITH BLUE CROSS BLUE SHIELD OF ILLINOIS

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t � ' ' SECTION 5: THIRD PARTY DATA RELEASE 5.1 Types of data.In the event the Employer directs the Claim Administrator to provide data directly to its third party consultant and/or vendor, the Employer acknowledges and agrees, and will cause its third party consultant and/or vendor to acknowledge and agree: a. The personal and confidential nature of the requested documents,records and other information(for purposes of this Section 5,"Confidential Information"). b• Release of the Confidential Information may also reveal the Claim Administrator's confidential,business proprietary and trade secret information(for purposes of this Section 5,"Proprietary Information"). c. To maintain the confidentiality of the Confidential Information and any Proprietary Information(for purposes of this Section 5,collectively,"Information"). 5.2 T/iird party obligations. The third party consultant and/or vendor shall: a. Use the Information only for the purpose of complying with the terms and conditions of its contract with the Employer. b. Maintain the Information at a specific location under its control and take reasonable steps to safeguard the Information and to prevent unauthorized disclosure of the Information to third parties,including those of its employees not directly involved in the performance of duties under its contract with the Employer. c. Advise its employees who receive the Information of the existence and terms of these provisions and of the obligations of confidentiality herein. d. Use,and require its employees to use,at least the same degree of care to protect the Information as is used with its own proprietary and confidential information. e. Not duplicate the Information furnished in written,pictorial,magnetic and/or other tangible form except for purposes of this Agreement or as required by law. f. Not to use the name,logo,trademark or any description of each other or any subsidiary of each other in any advertising,promotion,solicitation or otherwise without the express prior written consent of the consenting party with respect to each proposed use. g. Execute the Claim Administrator's then-current confidentiality agreement. 5.3 Emp[oyer obligations. The Employer shall: a. Designate the third party consultant and/or vendor on the appropriate HIPAA documentation. b. Provide the Claim Administrator with the appropriate authorization and specific written directions with respect to data release or exchange with the third party consultant and/or vendor. c. Indemnify,defend(at the Claim Administrator's request)and hold harmless the Claim Administrator and its employees,officers,directors and agents against any and all losses,liabilities,damages,penalties and expenses,including attorneys' fees and costs,or other cost or obligation resulting from or arising out of claims,lawsuits,demands,settlements or judgments brought against the Claim Administrator in connection with any claim based upon the Claim Administrator's disclosure to the third party consultant andlor vendor of any information and/or documentation regarding any Covered Person at the direction of the Employer or breach by the third party consultant and/or vendor of any obligation described in this Agreement. SECTION 6: REFERRAL OF CERTAIN CLAMS/INQUIRIES As provided in this Agreement, the Claim Administrator will receive eligibility information, review and process Claims, and respond to customer inquiries; however, the Claim Administrator does not have final authority to determine Covered Persons' eligibility or to establish or construe the terms and conditions of the Plan.Therefore,in certain instances,the Claim Administrator may refer certain Claims to the Employer for review and final decision. Such referral shall be at the sole discretion of the Claim Administrator. -9-