Thank you for your interest in HCCI. HCCI is an independent, non-profit organization with leading health care claims datasets that enable research. To view detailed descriptions of our datasets and associated materials please complete, review and agree to the terms of this mutual NDA that protects the Agreement’s Parties’ valuable information of a proprietary, secret and/or confidential nature.
Please read the following Mutual Non-Disclosure Agreement carefully before proceeding.
READ THIS MUTUAL NON-DISCLOSURE AGREEMENT ("AGREEMENT") CAREFULLY. COMPLETE RESEARCHER INFORMATION. BY CLICKING "I AGREE" BELOW AND/OR BY VIEWING HCCI'S CONFIDENTIAL INFORMATION, YOU AGREE TO BECOME A PARTY TO, AND TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "NO" BELOW, AND YOU WILL NOT BE ABLE TO VIEW HCCI'S CONFIDENTIAL INFORMATION.
- Name and Addresses of Parties
- This Agreement is entered into the date Researcher clicks the I Agree button ("Effective Date") by and between Health Care Cost Institute, a District of Columbia non-profit corporation with a principal place of business at 1100 G Street NW, Ste. 600, Washington D.C. 20005 (“HCCI”) and the Researcher identified in Paragraph I.
- This Agreement is entered into and certain Confidential Information shall be exchanged for the sole purpose of exploring a future relationship and use of the HCCI’s dataset for the Anticipated Research Interest or Purpose identified above in Paragraph I.
- The Terms and Conditions for this NDA attached hereto as Exhibit A are incorporated herein by reference in their entirety (the “Terms and Conditions”). Capitalized terms used in this NDA without definition shall have the meanings given to them in the Terms and Conditions.
- This Agreement may be signed in separate counterparts, and electronic signatures will be accepted as originals.
TERMS AND CONDITIONS FOR NON-DISCLOSURE AGREEMENT
These Terms and Conditions (“Terms and Conditions”) are attached to and incorporated into a Non-Disclosure Agreement (“NDA”).
Disclosing Party identified in the NDA own rights in such Party’s Confidential Information. Each Disclosing Party considers it desirable to make Party’s Confidential Information available to Receiving Party or Parties for pursuing the Anticipated Research Proposal or Purpose identified in the NDA, subject to the terms and conditions hereof.
“Agreement” means collectively (i) these Terms and Conditions, and (ii) the NDA.
“Agreement Term” means a period of one year from Effective Date.
“Confidential Information” means any and all material, non-public, business related information, written or oral, of a Disclosing Party that is disclosed or made available to the Receiving Party, directly or indirectly, through any means of communication or observation, including, but not limited to, as examples, data, know how, computer source codes, diagrams, electronic files, invention disclosures, patent applications, technical and scientific information, research data, draft publications, technical reports, research plans, business plans, financial reports, projections, and so forth, but excluding however any information which Receiving Party can establish by competent written proof (a)is or becomes a matter of public knowledge through no fault of Receiving Party; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party; (c) was independently developed by Receiving Party without use of the Confidential Information; or (d)is received by Receiving Party, without restriction as to further disclosure, from a third party having an apparent bona fide right to disclose the information to Receiving Party.
“Confidentiality Term” means a period of five years from Effective Date.
“Disclosing Party” means Confidential Information and/or proprietary information disclosed by one Party.
“Effective Date” means the date Researcher clicks I Agree, accepting the terms and conditions of the NDA.
“Parties” means the entities identified as the Parties in the NDA; and “Party” means any one of the Parties.
“Anticipated Research Interest or Purpose” means such identified by Researcher in the NDA Research Interest or Purpose field.
“Receiving Party” means each Party that receives Confidential Information from a Disclosing Party.
“Researcher” means the Party identified by Researcher Information: Name as set forth in the NDA.
2. Effective Date
This Agreement becomes effective the date Researcher clicks ‘I Agree’ ("Effective Date").
3. Confidential Relationship
Each Receiving Party will make all reasonable efforts to ensure the protection, confidentiality, and security of any Confidential Information of Disclosing Party in its possession, such efforts to be no less than the degree of care employed by Receiving Party to preserve and safeguard its own confidential information, but in no event less than a reasonable degree of care. Confidential Information will be transmitted in writing and clearly marked “Confidential,” “Proprietary,” or similarly, or if disclosed orally will be reduced to writing by Disclosing Party, clearly marked “Confidential,” “Proprietary,” or similarly, and transmitted to the Contact Person of Receiving Party within thirty (30) days after oral disclosure. Disclosing Party will make reasonable efforts to mark Confidential Information as stated above. However, to the extent such marking is not practicable, then in the absence of written markings, information disclosed (written or verbal) that a reasonable person familiar with Research Proposal would consider it to be confidential or proprietary from the context or circumstances of disclosure shall be deemed as such.
Receiving Party will not disclose the Confidential Information of the Disclosing Party, except as is expressly authorized by the Agreement. Each Receiving Party may disclose the Confidential Information of Disclosing Party to its own affiliated parties assisting in making an evaluation of the Confidential Information; provided, however, that such affiliated parties are advised of the confidentiality and non-use obligations hereunder and are legally obligated by written agreement or otherwise to maintain the confidentiality and non-use of the Confidential Information. In no event will a Receiving Party disclose Confidential Information to third parties unless it obtains the prior written consent of Disclosing Party; provided, that prior to any such disclosure, Receiving Party shall first obtain a written non-disclosure agreement from such third party containing terms and conditions substantially similar to those set forth herein. If requested, a copy of such executed agreement will be provided to Disclosing Party.
Receiving Party will not use any Confidential Information of Disclosing Party for any reason other than the Research Proposal without the prior written consent of Disclosing Party.
6. Required Disclosures
If a Receiving Party is legally required by court order, law, or other governmental regulation or authority to disclose certain Confidential Information received from a Disclosing Party, such disclosure may be made only after giving written notice to Disclosing Party of such legal requirement so that Disclosing Party may object to such disclosure and seek a protective order; and in any event, the disclosure shall be limited to only that portion of the Confidential Information which is legally required to be disclosed.
7. Continuing Obligations
Each Receiving Party’s obligations under the Agreement will survive termination of the Agreement and will continue for a period of five years following receipt of information.
8. No License or Warranty
No license under or title to any invention, patent, trademark, trade name or other intellectual property or other rights or interests in the Confidential Information now or hereafter owned by or controlled by any Party is granted either expressly, by implication, estoppel or otherwise by the Agreement. No Party will use the name of another Party without prior written consent from such other Party. All Confidential Information is provided “AS IS” and without warranty, express or implied, of any kind, regarding Confidential Information’s accuracy, completeness, suitability or performance.
Disclosures of Confidential Information pursuant to the Agreement are to be made only during the NDA Term as defined in the NDA General Terms; provided, however, the obligations of the Agreement will survive until the end of the Confidentiality Term.
The Parties agree that, in the event of breach or threatened breach or intended breach of the Agreement, each Party, in addition to any other rights and remedies available to it at law or in equity, may seek injunctive or equitable relief without the necessity of posting bond or proving that it has no adequate remedy at law.
11. Return or Destruction of Confidential Information
Following the termination of this Agreement, the Receiving Party shall, at the direction of the Disclosing Party, either destroy or return to the disclosing Party all documents, materials, and other tangible manifestations of the Disclosing Party’s Confidential Information, except that the Receiving Party may retain one copy of the Confidential Information solely for the purpose of monitoring its obligations under this Agreement.
Notices and return of Confidential Information under the Agreement shall be given to a Party’s person set forth Paragraph I of the NDA either by prepaid, first class, certified mail, return receipt requested or by internationally recognized overnight courier to the addresses set forth in Paragraph I of the NDA or other addresses as may be given from time to time under the terms of this Section 12. Notice will be deemed given once the written notice is delivered at the designated address. Delivery via e-mail will not constitute notice.
13. Export Control
This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States that may be imposed on the parties from time to time. Each Party agrees that it will not export, directly or indirectly, any Confidential Information acquired from the other Party under this Agreement.
14. Other Provisions
This Agreement will be governed by the laws of the District of Columbia, without regard to choice of law principles. No amendment to the Agreement will be effective unless in writing and signed by the Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, assigned or otherwise transferred. If any provision of the Agreement is held to be unenforceable, all other provisions will continue in full force and effect. The Agreement supersedes any and all prior understandings or previous agreements between the Parties, oral or written, relating to the subject matter herein and constitutes the sole and complete agreement between the Parties related to the subject matter hereof. Any delay by a Party to enforce any right under the Agreement shall not act as a waiver of that right, nor as a waiver of the Party’s ability to later assert that right relative to any particular factual situation.