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/Aetna
Employer Secure Website
Confidentiality and Non -Disclosure Agreement
Employer Secure Website ("ESW") is an application developed by Aetna Life Insurance Company, a
Connecticut corporation with its principal place of business in Hartford, Connecticut, on behalf of itself
and its affiliates, (collectively, "Aetna"), to give eligible customers access to the ESW. This Employer
Secure Website Confidentiality and Non -Disclosure Agreement (the "Agreement") is between the
customer named at the end of this Agreement ("Customer") and Aetna (the "Parties"), and is subject to all
of thc terms and conditions set forth herein. This Agreement shall take effect upon signature by
authorized representatives of both Parties ("Effective Date").
1. DEFINITIONS
(a) Authorized User: Any individual employed or contracted by Customer, or any entity contracted by
Customer, to perform administrative or other services in connection with Customer's self funded or A.etna
insured benefit plan(s), and designated by Customer as an Authorized User through Aetna's Single Sign -
On registration process.
(b) Data Base(sl: Data file(s) or portions thereof which contain Customer Data.
(c) Customer Data: Data reflecting information pertaining to Customer's employees, including benefits
of individuals enrolled in Customer's benefits plans insured, administered, or otherwise serviced by Aetna
(d) Software: The software, object code, source code, user -level documentation, and other information
and documents developed and/or licensed by Aetna and available to Customer for accessing or viewing,
Licensed Software also shall include any updates or modifications made to the software during the
Agreement Term.
11. DISCLAIMERS/LIMITATiON OF LIABILITY
Customer acknowledges and agrees that, other than as set forth above, EMPLOYER SECURE
WEBSITE IS PROVIDED TO CUSTOMER ON AN AS "AS -TS" BASIS ONLY, and that there are
NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO
THE LICENSED SOFTWARE, INCLUDING, WiTHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. There are no warranties of
accuracy, completeness, or timeliness either expressed or implied with respect to the Data Base(s)
or any Customer Data or other information contained therein.
III. CONFIDENTIALITY
(a) Customer represents and warrants that it will comply (and cause all Authorized Users to comply)
with any and all applicable federal, state, and local laws, regulations and other legal mandates regarding
the privacy and/or confidentiality of health information and other information accessed by Customer or
any Authorized User using the Software, including but not limited to the Health Insurance Portability and
Accountability Act of 1996 (HIPAA) and thc rules promulgated pursuant thereto. In addition, Customer
or any Authorized User will use all means reasonably necessary to secure the information obtained
through the ESW against inappropriate access and use, including without limitation (i) restricting the use
of usernames and PINS (Personal Identification Numbers) assigned to Customer's Authorized Users, to
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only the individual(s) assigned to the PIN; (ii) informing Authorized Users of their obligations with
respect to the information containedon the ESW; and (iii) informing Aetna in writing within five (5) days
of the termination of employment or of any relationship with any Authorized User.
(b) Customer acknowledges and agrees that Aetna operates in a highly regulated and competitive
environment, and that the unauthorized disclosure or use of Customer Data or Confidential Information
will cause irreparable harm and significant injury to Aetna, which will he difficult to measure with
certainty or to compensate through money damages. Accordingly, Customer agrees that injunctive or
other equitable relief shall be appropriate in the event of any breach by Customer of any part or parts of
this Section I11, in addition to such other remedies as may be available at law, in equity or otherwise.
TV. INDEMNIFICATION
Unless otherwise prohibited by law, Customer agrees to indemnify, hold harmless, and defend Aetna, its
parents, subsidiaries and affiliates and their respective officers, directors, employees, contractors, agents
and other representatives ("Company's Related Parties") from and against any legal or administrative
actions, claim, liability, penalty, .fine, assessment, lawsuit, litigation, or other loss, expense, or damage,
including costs and reasonable attorneys' fees (collectively "Liability") arising out of or relating to
Customer's or any of Customer's Related Party's (including without limitation, any Authorized User's)
(i) breach of' any provision of this Agreement or (ii) violation of any law, rule, or regulation governing
access, use, and/or disclosure or redisclosure of Customer Data. Nothing in this paragraph shall require
Customer to indemnify, hold harmless, or defend Aetna or any of Aetna's Related Parties for acts er
omissions that, independent of any acts or omissions of Customer or any of Customer's Related Parties,
give rise to Liability.
V. TERM AND TERMINATION
The initial Agreement Tenn shall be for a 12 -month period (the "Agreement Term") beginning on the
Effective Date. The Agreement Term will automatically renew for successive 12 -month periods unless
and until terminated as provided herein. Either party may terminate the Agreement at any time for any
reason upon thirty (30) days' prior written notice to the other party. This Agreement shall terminate
automatically and without notice if and when any aspect of Customer's relationship with Aetna or any of
its successors or assigns terminates or otherwise changes in a material way. The provisions of Sections
II, III, and IV shallsurvive expiration or termination of this Agreement.
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VII. GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws of the State of
Connecticut, without regard to choice of law provisions.
IN WITNESS WHEREOF, the parties by their duly authorized representatives have hereto executed this
Agreement.
AETNA LIFE INSURANCE COMPANY
By: ArkeR Airtdu Ski
Title:
Signatur
Date:
CUSTOMER A` O( VOul/td knit TS
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BLUE SHEET FORMAT
DATE: April 9, 2009
SUBJECT: City Manager Approval -April 17, 2009
ITEM: Agreement for Confidentiality and Non -Disclosure of City Health
Insurance Secure Website with Aetna.
Department: Human Resource Department
Staff Person: Teresa Bledsoe, Director, Human Resources
Justification: Aetna's Confidentiality and Non -Disclosure Agreement represents and warrants that it
will comply and cause all Authorized Users to comply with any and all applicable
federal, state, and local laws, regulations and other legal mandates regarding the privacy
and or confidentiality of the city's group health information.
Funding:
Cost:
Source of funds:
Outside Resources: N/A
Background Information:
Public Comment:
Blue Sheet Format
Updated 01/20/04