CONFIDENTIALITY, COMPLIANCE, AND USE OF INFORMATION AGREEMENT
(NONEMPLOYED INDIVIDUALS)
This Confidentiality, Compliance, and Use of Information Agreement (“Agreement”) is made and
entered into by and between __________________________ (“Covenant Entity”) and
______________________ (“Individual”). References to “Covenant Entity” in this Agreement
include Covenant Entity and its affiliated organizations, including without limitation those listed
on Schedule 1, which is attached hereto and incorporated herein by reference.
WHEREAS, Covenant Entity has appointed, elected, or selected Individual to perform
certain duties on behalf of Covenant Entity;
WHEREAS, in the course of performing such duties, Individual may have access to
Covenant Entity patient, business, electronic, and employment information and/or may become
aware of violations of Covenant Entity’s integrity-compliance program or other events reportable
to governmental entities;
WHEREAS, this Agreement sets forth Individual’s obligations with regard to the use and
confidentiality of Covenant Entity patient, business, electronic, and employment information;
Individual’s obligations to disclose to Covenant Entity any violations of Covenant Entity’s
integrity-compliance program that come to Individual’s attention; and Individual’s right to
disclose such violations to appropriate governmental entities; and
WHEREAS, in exchange for Individual’s appointment, election, or selection, or
continuation of the foregoing, Individual agrees to abide by the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Individual agrees as
follows:
1.
Patient Information. All patient information, regardless of content or type, is
confidential and protected by federal and state law, and patient information shall not be used or
disclosed during the course of Individual’s relationship with Covenant Entity, except in
accordance with Covenant Health’s Privacy Policies and Procedures, federal and state law, and
pertinent ethical obligations. Patient information learned during the course of Individual’s
relationship with Covenant Entity shall not be used or disclosed after termination of the
relationship.
2.
Business and Other Secret or Proprietary Information. Business and other secret or
proprietary information of any type generated in connection with the operations of Covenant
Entity and its affiliates is confidential. Such information may include, but is not limited to,
business discussions and deliberations, compliance-related information, meeting minutes,
documents, network transmissions, electronically or magnetically stored data/records, or other
secret or proprietary information generated or maintained in connection with the operation or
business of Covenant Entity and its affiliates. Unless Covenant Health’s Integrity-Compliance
Office instructs otherwise, such information shall not be used or disclosed for any reason other
than to (a) conduct business on behalf of Covenant Entity; (b) report to the Integrity-Compliance
Office of Covenant Health pursuant to the terms of this Agreement; and (c) under the conditions
described below, report to government personnel. Confidential information learned during the
course of Individual’s relationship with Covenant Entity shall not be used or disclosed after
termination of the relationship.
3.
Integrity-Compliance Office Information. Information concerning matters taken under
review by the Covenant Health Integrity-Compliance Office shall not be disclosed by Individual
except (a) to assist the Integrity-Compliance Office in the investigation and resolution of
Integrity-Compliance matters; (b) if the Integrity-Compliance Office directs the disclosure; or (c)
under the conditions described below, to report to government personnel.
4.
Ownership of Covenant Health Information. Covenant Entity shall retain full
ownership of all documents, files, data, contracts, policies, procedures, work products, and other
information generated or paid for by Covenant Entity or its affiliates (“Covenant Health
Information”). On termination of Individual’s relationship with Covenant Entity, Individual shall
promptly return all Covenant Health Information to Covenant Entity and shall retain no copies of
the same.
5.
Access to Information. Access shall not be made to data, files, or any other stored
information not necessary to perform Individual’s duties.
6.
Information Resources (Including Computers and Telecommunications
Equipment).
Individual acknowledges and agrees that Covenant Entity’s computers,
applications, information storage, networks, and telecommunications systems, including
telephones and facsimiles, (“Information Resources”) are Covenant Entity property. The
Information Resources shall be used only by properly identified, authenticated, and authorized
individuals and shall be used solely for Covenant Entity business. Use of the Information
Resources for private purposes is prohibited. All messages, content, data, information, and files
composed, stored, sent, or received on the Information Resources are the property of Covenant
Entity. The Information Resources shall be used in accordance with the following:
a.
Removal; Transfers; and Copying. No component of Covenant Entity’s
Information Resources shall be removed from Covenant Entity’s premises, nor transferred or
copied, without first obtaining appropriate authorization from the Covenant Health Information
Systems Department. No software or applications shall be downloaded, added to, or used to
replace any component of Covenant Entity’s Information Resources without first obtaining
appropriate authorization from the Information Systems Department.
b.
Sensitive Content. The Information Resources shall not be used to send or
receive copyrighted materials, trade secrets, proprietary financial information, or similarly
sensitive materials (including patient information), unless appropriate authorization has been
obtained and such action is in accord with Covenant Entity’s policies and procedures.
c.
Monitoring and Audit Rights. Covenant Entity and its affiliates reserve and
may exercise the right at any time and without notice to monitor, review, audit, intercept, access,
use, and disclose any files, data, information, messages, content, or communications created in,
received by, stored by, or transmitted by the Information Resources.
d.
No Expectation of Privacy. Individual acknowledges and agrees that Individual
has no expectation of privacy with respect to use of the Information Resources.
e.
Access. All messages and files shall be accessed only by the intended recipient,
unless such recipient specifically authorizes another party’s access or the access is permitted by
job function.
f.
ID Codes and Passwords. Individual acknowledges and agrees that user
identification (UIDs or ID codes) and authenticators (generally, passwords) shall be used only to
access information required by job function. All account authenticators shall be established and
maintained within the standards adopted by Covenant Entity. ID codes and passwords shall be
protected and kept confidential and shall not be disclosed to anyone, unless such disclosure is part
of job function or as approved in advance by the Covenant Health Information Systems
Department. Individual acknowledges and agrees that no person using the Covenant Entity
Information Resources shall use the ID code or authenticator assigned to another except as
required by job function or as approved in advance by the Covenant Health Information Systems
Department. Any sharing of authenticators/passwords shall be reported to the Covenant Health
Help Desk immediately.
g.
No Private Use. The Information Resources shall not be used to solicit, discuss,
or promote any non-Covenant Entity related business, religious, or political causes, or any other
non-job-related matters.
h.
Offensive Material. The Information Resources shall not be used to access,
receive, store, or send offensive information or to create any offensive or disruptive messages.
Covenant Entity reserves the exclusive right to decide what is offensive or disruptive. Material
that is, or could be regarded as, derogatory or discriminatory on the basis of race, sex, religion,
national origin, age, sexual orientation, disability, or political belief, or that is fraudulent,
harassing, embarrassing, sexually explicit, profane, obscene, intimidating, defamatory, or
unlawful, may not be accessed, sent, or received by, or posted, displayed, or stored on or in the
Information Resources. Any such material received from a source outside of Covenant Entity
shall be deleted immediately.
7.
Media. Information regarding Covenant Entity patients, employees, and operations shall
not be released to the media except by specifically authorized personnel designated by Covenant
Entity management or administration. All media requests for information, visits, photos,
videotaping, or interviews shall be referred to the Covenant Health Marketing/Public Relations
office, and media inquiries shall be forwarded to the Marketing/Public Relations staff members
on call.
8.
Employment References. Individual acknowledges and agrees that only the Covenant
Health Human Resources Department may release employment references and information.
9.
Personal Mail. Individual acknowledges and agrees that personal mail received at a
Covenant Entity business addresses may be opened unless clearly marked “personal and
confidential.”
10.
Telephone Solicitation. Patient and employee information shall not be disclosed to
telephone callers unless such disclosure is consistent with the Covenant Health Privacy Policies
and Procedures.
11.
Covenant Entity Integrity-Compliance Program. Individual acknowledges that
Covenant Entity and its affiliates have adopted an integrity-compliance program and agrees to
perform his or her duties in a manner that is consistent with the requirements of such program.
Covenant Entity has provided or made available to Individual a copy of its compliance guide, and
Individual understands that the principles and requirements of the guide apply to all dealings with
Covenant Entity and its affiliates. Individual acknowledges that such compliance program
includes not only requirements for compliance with legal requirements, but also ethical standards
that apply to employees and volunteers of Covenant Entity and its affiliates, including, without
limitation, restrictions on acceptance of gifts, benefits, meals, lodging, travel, and other
perquisites from vendors and suppliers. Individual shall not violate or deviate from such
compliance guide in any dealings with vendors or suppliers, including, without limitation, by
accepting inappropriate gifts, benefits, meals, lodging, travel, or other perquisites.
12.
Disclosure and Reporting of Compliance Violations. Should Individual obtain
information that reasonably leads him or her to believe there has or may have been a violation of
law or of Covenant Entity’s compliance program by Covenant Entity, its affiliates, or any
employee or agent of any of them, Individual shall promptly report and disclose the same to the
Covenant Health Integrity-Compliance Office and provide such Office with all information
related to such belief. Individual shall cooperate with the Integrity-Compliance Office in any
investigation related to any compliance matters or other actions taken pursuant to Covenant
Entity's integrity-compliance program.
13.
Conflict of Interest Policy. Individual acknowledges that Covenant Entity and its
affiliates have adopted a conflict of interest policy and represents and warrants that Individual has
disclosed to Covenant Health’s Integrity-Compliance Office any conflict of interest known to
Individual arising from any officer, director, or employee of Covenant Entity or its affiliates
having any financial or other arrangement with Individual.
14.
Disclosure to Government. Nothing in this Agreement is intended nor shall be
construed as limiting in any way the right of Individual to report or disclose to any governmental
agency or personnel any information that Individual is obligated to disclose to the Covenant
Health Integrity-Compliance Office pursuant to Section 12 of this Agreement. Individual agrees,
however, to promptly disclose to such Office when closure regarding actual or potential
violations of law described in Section 12 has been made to a governmental agency or personnel
by Individual or if Individual has been questioned by government personnel regarding Covenant
Entity, its affiliates, or any of their employees or agents. Notwithstanding the preceding,
Individual shall have no duty to make any disclosure to the Covenant Health IntegrityCompliance Office that is specifically prohibited or restricted by court order, by a directive of
governmental personnel, or by applicable law.
15.
No Exclusion/Debarment. Individual represents and warrants to Covenant Entity that
Individual is not currently excluded, debarred, or otherwise ineligible to participate in any state or
federal health care program or in any federal procurement or nonprocurement program and has
not been convicted of a criminal offense related to the provision of health care items or services.
Individual agrees to disclose to Covenant Entity any threatened or actual debarment, exclusion, or
other event or circumstance that makes or may make Individual ineligible to participate in a state
or federal health care program or federal procurement or nonprocurement program, promptly
after receiving notice of such event or circumstance.
16.
Compliance With Laws, Rules, and Regulations. Individual shall at all times comply
with all applicable laws, rules, and regulations.
17.
Compliance with Covenant Entity Policies and Procedures. Individual acknowledges
and agrees that it is Individual’s obligation to read and become familiar with Covenant Entity’s
policies and procedures, to abide by such policies and procedures, and to contact Covenant Entity
with any questions.
18.
Effect of Noncompliance. Individual acknowledges that any failure on Individual’s part
to comply with the requirements of this Agreement may seriously and adversely affect Covenant
Entity and/or its affiliates. Individual shall indemnify Covenant Entity and its affiliates from any
damages (including consequential damages), liabilities or costs (including attorney fees) arising
from or related to any failure by Individual to meet his or her obligations under this Agreement.
19.
Survivability. The covenants and obligations set forth in Sections 1, 2, 3, 4, 12, 14, and
18 of this Agreement, and all other covenants and obligations which by their terms or implication
are intended to continue in effect after termination of the Agreement, shall survive termination
and shall remain in effect and enforceable by the parties.
20.
Patients Are Not Third-Party Beneficiaries. Patients are not intended to be, nor shall
they be construed or deemed to be, third-party beneficiaries of the terms set forth in this
Agreement, and nothing in this Agreement shall be construed or deemed to create any rights or
remedies in any patient.
21.
Effective Date. This Agreement shall be effective as of the date Covenant
Entity
appointed, elected, or selected Individual to provide services on behalf of Covenant Entity.
INDIVIDUAL
Signature:
Printed:
Name:
Date: