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This Data Management and Confidentiality Agreement (this “Agreement”) is entered into
between OptumInsight, Inc. (“Optum”) and hCentive, Inc. (“Contractor”) in connection
with and pursuant to the Professional Services Agreement between Optum and Contractor
dated September, 30, 2014 (the “Professional Services Agreement”). Optum and
Contractor shall each be referred to herein as a “Party” and together as the “Parties.”
Contractor will be acting as a subcontractor to Optum in connection with a certain Master
Services Agreement between the Commonwealth of Massachusetts’ Office of Information
Technology (“MassIT”) and Contractor dated September, 30, 2014 (the “MSA”).
1.1 Definitions
The following terms used in this Agreement shall have the same meaning as those
terms when used in the Privacy, Security, Breach Notification, and Enforcement
Rules at 45 CFR Parts 160 and Part 164 (together, the “HIPAA Rules”): Business
Associate, Covered Entity, Data Aggregation, Minimum Necessary, Notice of
Privacy Practices, Protected Health Information, Required By Law, Secretary and,
Security Incident. All other terms used but not otherwise defined below or elsewhere
in this Agreement shall be construed in a manner consistent with the HIPAA Rules
and all other applicable state or federal privacy or security laws and regulations.
Terms not otherwise defined in this Agreement or by applicable Law shall have the
meaning given in the Professional Services Agreement. The following capitalized
terms, shall have the following meanings when used in this Agreement:
ACA” the Patient Protection and Affordable Care Act of 2010, as amended by
the Health Care and Education Reconciliation Act.
CCA” shall mean the Commonwealth Health Insurance Connector Authority.
Commonwealth Security Information” shall mean all data that pertains to the
security of the Commonwealth’s information technology, specifically,
information pertaining to the manner in which the Commonwealth protects its
information technology systems against unauthorized access to or modification
of information, whether in storage, processing or transit, and against the denial of
service to authorized users, or the provision of service to unauthorized users,
including those measures necessary to detect, document and counter such threats.
EOHHSshall mean the Commonwealth of Massachusetts’ Executive Office of
Health and Human Services.
Data Management And Confidentiality Agreement
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