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Provider agrees that Payor will have the right to audit Provider's claims for Medical Necessity and/or review of
<br />Covered Services billed, including documentation and coding of such services. FCHN will require that the
<br />auditing Payor agree to be responsible for reimbursing Provider for any reasonable expenses incurred for an on-
<br />site audit. In all cases, FCHN will make commercially reasonable best efforts to facilitate the timely resolution of
<br />Payor audits as described in sections 5.4.1 through 5.4.3.
<br />5.4.1 With respect to audits for Covered Services billed, if no resolution occurs within 60 days after initiation of
<br />the audit, FCHN will direct the Payor to pay for such services, subject to Payer's right to recoup, pursuant to
<br />Section 4.1.4, the amounts corresponding to any charges later determined to be inappropriate or not payable.
<br />5.4.2 With respect to Payor audits of claims for Medical Necessity, if no resolution occurs within 60 days after
<br />initiation of the audit, FCHN will direct the Payor to pay for such charges as are not in dispute.
<br />5.4.3 With respect to any audit not resolved within 60 days after initiation, upon expiration of the 60 day
<br />period, either (i) the Payor and Provider may by mutual agreement continue to work with FCHN and each other
<br />toward resolution of the dispute using an informal good faith process or (ii) either of Payor or Provider may elect to
<br />resolve the matter pursuant to Section 9, Dispute Resolution, of this Agreement. Notwithstanding an election to
<br />resolve the dispute by way of an informal good faith process, either party may , at any time thereafter, seek
<br />resolution of the matter pursuant to the Dispute Resolution provisions of this Agreement.
<br />6. CONFIDENTIAL AND PROPRIETARY INFORMATION
<br />6.1 Information Relating to this Agreement
<br />6.2
<br />6.3
<br />FCHN-PRO-042016
<br />The existence of this Agreement is not considered to be confidential information. However, FCHN and Provider
<br />each agrees that it shall not, and shall ensure that its personnel do not, whether during or after the term of this
<br />Agreement, use, disclose, or communicate, orally or in writing or in electronic form, to any person or entity, other
<br />than in the proper performance of this Agreement, any Confidential Information, without the prior written consent
<br />of the other party. Nor shall FCHN or Provider, or their respective personnel permit any person to use, examine,
<br />or make copies of any documents, files, data or other information that contain or are derived from Confidential
<br />Information. For purposes of this Agreement, "Confidential Information" means any and all information of FCHN,
<br />Provider, or a Payor that is not generally available to the public , including, but not limited to, fee schedules,
<br />reimbursement rates, the business , strategic, financial, operations, or planning information of FCHN, Provider, or
<br />a Payor, and any other information identified by either party to this Agreement as confidential.
<br />This provision shall not preclude access to information and records reasonably needed to perform either party's
<br />obligations under this Agreement, including the audits, Medical Management Program, and access afforded to
<br />Payers with respect to Covered Services delivered pursuant to this Agreement. In addition, the covenants of this
<br />provision shall not restrict disclosure of this Agreement and related information to an applicable state or federal
<br />regulator or as required by law, court order, or other judicial process.
<br />Participant Health Information
<br />FCHN and Provider acknowledge that as a result of this Agreement, each party may have access to and receive
<br />from one another, individually identifiable health information ("Health Information") as that term is defined under
<br />the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and applicable state law. Each party to
<br />this Agreement shall ensure that it and its personnel maintain confidentiality of all patient records, charts and other
<br />patient identifying information in accordance with HIPAA and applicable state law, and that it and its personnel
<br />implement and use appropriate safeguards to prevent any unauthorized use or unlawful disclosure of Protected
<br />Health Information ("PHI"), take appropriate action to ensure that other persons appropriately safeguard and use
<br />PHI, report any known improper disclosure or use of PHI, and return or destroy all PHI upon the termination of this
<br />Agreement for any reason. The parties will enter into FCHN's standard Business Associate Agreement set forth
<br />in Schedule A to this Agreement effective as of the Effective Date of this Agreement.
<br />Effect of Termination
<br />FCHN and Provider understand and agree that the requirements of this Section 6 shall survive the expiration or
<br />termination of this Agreement.
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