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Master Services Agreement

2017 Schedule C - Analytics

 

 

 

 

1. DEFINITIONS

1.1 HIPAA refers to the Administrative Simplification Provisions of Title II of the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-91, 42 U.S.C. 1301 et. seq.) and implementing regulations enacted by the United States Department of Health and Human Services (45 CFR Parts 160 through 164).

1.2 Patient(s) are individuals enrolled in a health plan agency or receiving health care services directly from, or paid for by, Client or Providers.

1.3 Protected Health Information (PHI) means individually identifiable information about the physical or mental health of any person or payment for physical or mental health services that is created by Client or received by Client from a third party, or created by Company on behalf of Client.

1.4 Standard Data Input File means records provided to Company in the requested, standard format including but not limited to number of files, column header names and order, data types, field lengths, and identification of required versus optional data.

1.5 Subscription Services refers to the Relias data analytics platform which provides predictive analyses, data aggregation, report generation, management measures and similar services as set forth in the accompanying Ordering Document(s).

 

2. USE RIGHTS

2.1 Ordering Document. Each Ordering Document shall: (i) describe the Subscription Services and the covered Patient populations in sufficient detail to enable Company to determine the resources required to deliver Subscription Services to Client; (ii) identify any professional services to be provided, and fees to be paid for such services; (iii) identify project managers responsible for coordination of the efforts of Company and Client; (iv) state the responsibilities of Company and Client related to the provision of data and implementation of the Subscription Services; (v) establish milestones and a timetable for implementation of the Subscription Services; (vi) identify the Client Data required to enable Company to operate and perform the Subscription Services; and (vi) describe the compensation to be paid to Company for provision of the Subscription Services.

2.2 Modifications. Company reserves the right to modify the manner in which it delivers Subscription Services from time to time, provided that such modifications shall not have a material impact on Company’s delivery of the Subscription Services to Client pursuant to this Agreement and that Client is notified in advance of any such modifications.

 

3. DATA

3.1 Data Requirements. Client shall provide Company all data necessary to perform the Subscription Services, which shall be detailed in the accompanying Ordering Document(s) (Required Data). All required Data will be delivered to Company as a Standard Data Input File. Client may provide Company data in a non-standard format for an additional fee in accordance with the Ordering Document. Required Data must include a roster of Users, including email addresses, identified to access data analytics information via Subscription Services, and may include some or all of the following data examples: (i) Patient data, (ii) claims data, (iii) Patient survey data, (iv) industry standards.

3.2 HIPAA Compliance. The parties have entered a Business Associate Agreement that includes the terms and conditions required by the HIPAA Privacy and Security Rules (45 CFR Parts 160 – 164) (BAA). Company will not use or disclose PHI except as permitted by the BAA. The BAA is deemed incorporated into this Agreement by reference. As required by the BAA, Company will implement reasonable and appropriate administrative, technical, and physical safeguards of the confidentiality, integrity, and availability of PHI in a manner that is consistent with the standards and implementation specifications of HIPAA.

 

4. OWNERSHIP

4.1 Data Products. Company shall own the Subscription Services and any modifications or customization of the Subscription Services, as well as any general analytic results, data products, or derivative works produced by Company in the process of rendering services to Client (collectively, the Data Products). Data Products shall be considered Company Intellectual Property and shall not be considered “work for hire” under copyright law.