31PCSA-S4046 - Confidentiality Addendum.docx

ATTACHMENT XX: CONFIDENTIALITY ADDENDUM

CONFIDENTIALITY ADDENDUM

BETWEEN

STATE PUBLIC CHARTER SCHOOL AUTHORITY

Hereinafter referred to as “SPCSA” and

Vendor Name Hereinafter referred to as “Vendor”

This CONFIDENTIALITY ADDENDUM (the Addendum) is hereby entered into between SPCSA and Vendor.

WHEREAS, Vendor may have access, view or be provided information, in conjunction with goods or services provided by Vendor to SPCSA that is confidential and must be treated and protected as such.

NOW, THEREFORE, SPCSA and Vendor agree as follows:

DEFINITIONS

The following terms shall have the meaning ascribed to them in this Section. Other capitalized terms shall have the meaning ascribed to them in context in which they first appear.

Agreement shall refer to this document and that particular inter-local or other agreement to which this addendum is made a part.

Confidential Information shall mean any individually identifiable information, health information or other information in any form or media.

Vendor shall mean the name of the organization described above.

Required by Law shall mean a mandate contained in law that compels a use or disclosure of information.

TERM

The term of this Addendum shall commence as of the effective date of the primary inter-local or other agreement and shall expire when all information provided by SPCSA or created by Vendor from that confidential information is destroyed or returned, if feasible, to SPCSA pursuant to Clause 6.

LIMITS ON USE AND DISCLOSURE ESTABLISHED BY TERMS OF CONTRACT OR LAW

Vendor hereby agrees it shall not use or disclose the confidential information provided, viewed or made available by SPCSA for any purpose other than as permitted by Agreement or required by law.

PERMITTED USES AND DISCLOSURES OF INFORMATION BY VENDOR

Vendor shall be permitted to use and/or disclose information accessed, viewed or provided from SPCSA for the purpose(s) required in fulfilling its responsibilities under the primary inter-local or other agreement.

USE OR DISCLOSURE OF INFORMATION

Vendor may use information as stipulated in the primary inter-local or other agreement if necessary for proper management and administration of Vendor; to carry out legal responsibilities of Vendor, and to provide data aggregation services relating to health care operations of SPCSA. Vendor may disclose information if:

The disclosure is required by law; or

The disclosure is allowed by the inter-local; or other agreement to which this Addendum is made a part; or

The Vendor has obtained written approval from the SPCSA.

OBLIGATIONS OF VENDOR

Agents and Subvendors. Vendor shall ensure by subcontract that any agents or subvendors to whom it provides or makes available information, will be bound by the same restrictions and conditions on the access, view or use of confidential information that apply to Vendor and are contained in Agreement.

Appropriate Safeguards. Vendor will use appropriate safeguards to prevent use or disclosure of confidential information other than as provided for by Agreement.

Reporting Improper Use or Disclosure. Vendor will immediately report in writing to SPCSA any use or disclosure of confidential information not provided for by Agreement of which it becomes aware.

Return or Destruction of Confidential Information. Upon termination of Agreement, Vendor will return or destroy all confidential information created or received by Vendor on behalf of SPCSA. If returning or destroying confidential information at termination of Agreement is not feasible, Vendor will extend the protections of Agreement to that confidential information as long as the return or destruction is infeasible. All confidential information of which the Vendor maintains will not be used or disclosed.

IN WITNESS WHEREOF, Vendor and the SPCSA have agreed to the terms of the above written Addendum as of the effective date of the inter-local or other agreement to which this Addendum is made a part.

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