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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:

1. If accepted into the WebPass service, you will be the only person accessing WebPass via your unique Username and Password.
2. At no time will you share your Username or Password with others, including others within your practice or place of business.
3. 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.
4. Upon leaving the organization or practice with which you currently are associated, you will immediately stop using WebPass and immediately notify New Directions Behavioral Health of your departure.
5. You will immediately notify New Directions upon any change in your status with your organization or practice that would affect your need to access WebPass.
6. 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.
7. 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.
8. 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.You will only use WebPass as intended and will not access information or submit requests for personal, non-business, reasons.
9. You will only use WebPass to access the minimum necessary amount of information needed to accomplish your business purpose.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.

1. 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.
2. "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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.