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You are applying for access to New Directions Behavioral Health (“New Directions”)
Internet applications and files on New Directions’ Extranet via the WebPass
program. WebPass allows you to request authorizations, provide clinical
information, and contact New Directions’ Provider Relations.
TERMS
OF USE
By completing
this application process you are guaranteeing, certifying, and agreeing that:
- If accepted into the WebPass service, you will be the
only person accessing WebPass via your unique Username and Password.
- At no time will you share your Username or Password
with others, including others within your practice or place of business.
- After 90 consecutive days of inactivity, you will be locked out of the WebPass
system and will be required to go through this application process once
again to access WebPass.
- Upon leaving the organization or practice with which
you currently are associated, you will immediately stop using WebPass and
immediately notify New Directions and your organization’s WebPass administrator of your departure.
- You
will immediately notify New Directions and your organization’s WebPass administrator upon any change in your status with your
organization or practice that would affect your need to access WebPass.
- If at any time you become aware that your Password has
been compromised, or if someone else uses your information to log into
WebPass, you will immediately notify New Directions and your organization’s WebPass administrator.
- If you are a provider, if at any time your licensure status
changes, a professional review activity is brought against you or your
practice, or an entry is made in the National Practitioner Data Bank
referencing you or your practice, you will immediately notify New
Directions and your organization’s WebPass administrator.
- If you have reason to believe that a third party
attempted to inappropriately gain access to information via WebPass, you
will immediately notify New Directions and your organization’s WebPass administrator.You will only use WebPass as
intended and will not access information or submit requests for personal,
non-business, reasons.
- You will only use WebPass to access the minimum
necessary amount of information needed to accomplish your business
purpose.
- It is your responsibility to maintain internet access
and a web browser that supports JavaScript and Secured Sockets Layer
communication. The preferred web browser is Microsoft Internet Explorer.
- You will treat the information entered into, and
obtained from WebPass as highly confidential, and will maintain Protected
Health Information (“PHI”) according to the privacy and security standards
set forth in the Health Information Portability and Accountability Act of
1996 and its implementing regulations, the HITECH Act, 42 C.F.R. Part 2,
state law confidentiality provisions, and the confidentiality agreement
below.
- You understand that access to the New Directions
extranet information network is a privilege that may be revoked at any
time for inappropriate use, including, but not limited to, the deletion,
copying or distribution of proprietary or otherwise restricted information
of files.
- New Directions will TAKE NO RESPONSIBILITY for computer hardware or
software owned by individuals, organizations, or entities other than New
Directions, whether they are employees, non-employees, Business
Associates, affiliates, vendors, Covered Entities, contractors, or others
who decide at their own risk to pursue business activities through the use
of this access network or any other method external to the properties of
New Directions.
- You agree to hold New Directions, its affiliates, and
Members harmless against any third party claim for damages, expenses and
costs, including attorneys’ fees and court costs, arising from legal
actions or investigations in connections with you, or your practice’s use
of WebPass.
CONFIDENTIALITY
AGREEMENT
By completing
this application process you are certifying agreement with the terms set forth
in the following Confidentiality Agreement.
Nothing in this
agreement is intended to hinder the manner in which Protected Health
Information is used within your practice, or in the administration of health
care, provided such use complies with the Health Information Portability and Protection
Act of 1996 (“HIPPA”) and its implementing regulations, and all other state and
federal laws that dictate how such information can and should be used.
- In connection with the use of WebPass, the operation
of a Provider’s practice, the administration of health care, and the
administration of insurance benefits (the "Purpose"), New
Directions may disclose to WebPass User, or WebPass User may otherwise
receive access to, Confidential Information (as defined below). WebPass
User shall use the Confidential Information solely for the Purpose and,
subject to Section 4, shall not disclose or permit access to Confidential
Information other than to its employees, officers, directors, and
attorneys (collectively, "Representatives") who: (a) need to
know such Confidential Information for the Purpose; (b) know of the
existence and terms of this Agreement; and (c) are bound by confidentiality
obligations no less protective of the Confidential Information than the
terms contained herein. WebPass User shall safeguard the Confidential
Information from unauthorized use, access or disclosure using at least the
degree of care it uses to protect its most sensitive information and no
less than a reasonable degree of care. WebPass User shall promptly notify New
Directions of any unauthorized use or disclosure of Confidential
Information and take all reasonable steps to prevent further use or
disclosure. WebPass User will be responsible for any breach of this
Agreement caused by its Representatives.
- "Confidential Information" means all
non-public, proprietary or confidential information of New Directions
concerning the New Directions’ current, past or projected customers,
enrollees, insureds, beneficiaries, Protected Health Information (as that
term is defined in the Health Insurance Portability and Accountability Act
of 1996 and its implementing regulations (45 C.F.R §§ 160-64 (hereafter
“HIPAA”)), Personal Information and Personally Identifiable Information
(“PII”) (as these terms are defined at 32 C.F.R. §310.4), health care
providers, health care services offered or provided, business methods and
strategies, operations, policies, procedures, desktop procedures, computer
programs, automated systems, finances, rates, ideas, inventions, employees
and/or third party vendors and all information (whether verbal, written or
in electronic format) relating in any way to the work being performed for
or by the New Directions. Confidential Information can be in oral, visual,
written, electronic or other tangible or intangible form, whether or not
marked or designated as "confidential," and all notes, analyses,
summaries, reproductions, fee schedules, compilations, forecasts, studies
or any documentation and other materials prepared by WebPass User or any
of its Representatives that contain, are based on or otherwise reflect, to
any degree, any of the foregoing; provided, however, that Confidential
Information does not include any information that: (a) is or becomes
generally available to the public other than as a result of WebPass User's
or its Representatives' act or omission; (b) is obtained by WebPass User
or its Representatives on a non-confidential basis from a third party that
was not legally or contractually restricted from disclosing such
information; (c) was in WebPass User's or its Representatives' possession,
as established by documentary evidence, prior to New Directions’
disclosure hereunder; or (d) was or is independently developed by WebPass
User or its Representatives, as established by documentary evidence,
without using any Confidential Information.
- If WebPass User or any of its Representatives is
required by applicable law or a valid legal order to disclose any
Confidential Information, not normally disclosed in the course of
business, WebPass User shall, prior to such disclosure, notify New
Directions of such requirements so that New Directions may seek a
protective order or other remedy, and WebPass User shall reasonably assist
New Directions therewith. If WebPass User remains legally compelled to
make such disclosure, it shall: (a) only disclose that portion of the
Confidential Information that, in the written opinion of its legal
counsel, WebPass User is required to disclose; and (b) use reasonable
efforts to ensure that such Confidential Information is afforded
confidential treatment.
- Upon New Directions’ request, WebPass User shall at New
Directions’ option, either return to New Directions or destroy all Confidential
Information in its and its Representatives' possession, and certify in
writing to New Directions the destruction thereof.
- New Directions has no obligation under this Agreement
to disclose any Confidential Information. New Directions provides all
Confidential Information without any representation or warranty, expressed
or implied, as to the accuracy or completeness thereof, and New Directions
will have no liability to WebPass User or any other person relating to WebPass
User's use of any of the Confidential Information or any errors therein or
omissions therefrom.
- New Directions retains its entire right, title and
interest in and to all Confidential Information, and no disclosure of
Confidential Information hereunder will be construed as a license,
assignment or other transfer of any such right, title and interest to WebPass
User or any other person.
- The rights and obligations of the parties under this
Agreement expire ten (10) years after the conclusion of services
provided to the WebPass User under this Agreement; provided that with respect to
Confidential Information that constitutes a trade secret under the laws of
any jurisdiction, such rights and obligations will survive such expiration
until, if ever, such Confidential Information loses its trade secret
protection other than due to an act or omission of WebPass User.Representatives.
- WebPass User acknowledges and agrees that any breach
of this Agreement will cause injury to New Directions for which money
damages would be an inadequate remedy and that, in addition to remedies at
law, New Directions is entitled to equitable relief as a remedy for any
such breach.
- Neither Party has any obligation under this Agreement
to purchase any product or service from the other Party. No agency,
partnership, or license relationship is created by the Parties to this
Agreement.
- This Agreement and all matters relating hereto are
governed by, and construed in accordance with, the laws of the state in
which the WebPass User’s primary place of business is domiciled.
- The failure of a Party to enforce any rights granted
under this Agreement or to take action against the other Parties in the
event of breach shall not be deemed a waiver by that Party as to
subsequent enforcement of rights or subsequent actions in the event of
future breaches.
- In the event that any provision of this Agreement
shall be determined illegal or otherwise unenforceable, such provision
shall be severed and the balance of this Agreement shall continue in full
force and effect.
- This Agreement constitutes the entire agreement of the
parties with respect its subject matter, and supersedes all prior and
contemporaneous understandings, agreements, representations and
warranties, whether written or oral, with respect to such subject matter.
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