Terms and Conditions

IPACONNECT.COM USER ACCESS AND CONFIDENTIALITY AGREEMENT

This Agreement is made and entered into between Highland Healthcare Associates IPA, Inc., a Massachusetts corporation (the “IPA”) and the IPAConnect User (“User”).  

WHEREAS, the IPA has created a secure website to which User will have access as a result of User’s relationship with the IPA or an IPA Member Practice  ( the “Website”);

WHEREAS, in connection with such access, User shall have access on the Website to a large amount of confidential information which may include: valuable proprietary and confidential trade secret information of the IPA; confidential patient information, including, without limitation, performance reports, patient medical and pharmacy claims data; Payor payment rates; other IPA and Payor financial information; the password which provides such access (the “Password”), business strategies, and a variety of other items (collectively the “Information”); and

WHEREAS, as a condition of User obtaining access to the Information, the parties desire to put in place strict procedures whereby all Information will be protected from unauthorized use and disclosure;

NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, and in further consideration of the existence of the relationship of User to the IPA or an IPA Member Practice and the access to be provided by the IPA to User on the Website, the parties hereto hereby agree as follows:

1. All Information shall at all times be held in strict confidence by User, both during and after the period of time User has a relationship with the IPA or an IPA Member Practice.  User may use any Information solely for proper business purposes in connection with the IPA and for no other purpose of any nature whatsoever. User shall at no time disclose any Information to any other person or entity.  No other use or disclosure of the Information by User shall be permitted at any time.
2. Under no circumstances shall the User share his/her Password with any other person or entity.  In the event User becomes aware that User’s Password has been compromised, the User will immediately change his/her Password to prevent any further use thereof.
3. User acknowledges that the Website contains “chat” and “forum” functionality to further the flow of information pertaining to IPA business matters.  In connection with User’s use of such functionality, User shall at no time share any form of patient or other protected information, such as PHI or PII, confidential payor information, such as rates or fees, or any other confidential information, including, without limitation, any Information.  Moreover, any use of such functionality shall at no time include any profanity, otherwise inappropriate language, political views, disparaging information or anything of any nature whatsoever which would be inappropriate in such a setting.
4. All Information shall at all times remain the property solely of the IPA.  User shall, immediately upon the termination of User’s relationship with the IPA or an IPA Member Practice, return to the IPA or, at the IPA’s request, destroy, any copies of any nature whatsoever of any Information.
5. No license of any nature whatsoever is granted or conveyed by the IPA’s granting access to the Information to User, nor shall such access constitute any representation, warranty, assurance, guaranty or inducement by the IPA to User with respect to any matter of any nature whatsoever.  
6. In the event User at any time fails to comply with any provision of this Agreement, the IPA shall be entitled to obtain equitable relief, without the posting of any bond or other surety, restraining User from such breach, together with the recovery of any monetary or other relief available to the IPA in such circumstances.  In addition, without limiting the foregoing, consistent with the terms of the Physician Services Agreement, the IPA has the right to terminate any physician who fails to comply with any provision of this Agreement.
7. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
8. This Agreement constitutes the entire agreement between the parties concerning the access of User to the Website and the use and disclosure of the Information.  This Agreement may be amended or waived only by a written instrument executed by both parties. User shall have no right to assign this Agreement or any portion hereof.