Provider will select one Provider Administrator, who shall control access by subordinate users authorized by Provider to act as Provider's agents by using Provider's taxpayer identification number to use the Molina E-Access Program ("Authorized Users"). The Provider Administrator shall establish password controlled access for each such Authorized User in accordance with the instructions of Molina Healthcare and shall assure that such access is promptly terminated should an Authorized User no longer be authorized by Provider to have such access. The Provider Administrator shall validate the identity of Authorized Users and establish the validity of an Authorized User's license number. Provider warrants that Authorized Users shall be authorized only to the extent necessary to perform their functions on behalf of Provider, each Authorized User will be held to the same standard of confidentiality applicable to the Provider, and that the Provider will be responsible for use of the Access Program by any such Authorized User.
Provider will assure appropriate use of Molina E-Access by Authorized Users including the implementation of procedures to assure such appropriate use and to preserve the confidentiality of information available through the Molina E-Access Program. As part of such office procedures, Provider will assure that when any Authorized User, employee or agent, who may have had access to Molina E-Access, leaves the employ of Provider, the access code ("Password") used by Provider for Molina E-Access will be changed. Provider will assure the implementation of appropriate Password security procedures by the Provider Administrator and Authorized Users. The Provider Administrator and Authorized Users shall not divulge or share account identities and/or Passwords. Any Password that has been compromised shall be changed immediately.
Provider and its Authorized Users will request information only for new, existing and historical patients and will use such information only in connection with the performance of medical treatment or administrative services related to such treatment.
Provider understands that the transactions conducted with Molina Healthcare are subject to the data standards requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Provider understands that by using the Access Program, it is a covered entity for the purposes of the administrative simplification provisions of HIPAA including, without limitation, regulations relating to the privacy and security of health information (45 C.F.R. Parts 160-164). Provider shall be and remain in compliance with all applicable HIPAA regulations.
Provider understands that if its Authorized User is not a staff member of Provider's workforce (e.g., a billing vendor), said Authorized User is a Business Associate of provider under HIPAA, and Provider and its Business Associates must be bound by a written agreement that complies with the Business Associate provisions in the HIPAA Privacy and Security Rules, as well as the terms of this Agreement.
Provider understands that information available through Molina E-Access is confidential, electronic Protected Health Information ("PHI") as more fully defined by HIPAA. Provider agrees to preserve such information as confidential in accordance with the law. Provider will immediately notify Molina Healthcare if the Molina E-Access Program's security has been compromised in any way, if there are any system errors, inaccuracies, faults, or if Molina E-Access is being used to otherwise contribute to unauthorized use or disclosure of PHI.
Molina Healthcare may, at any time, make changes to Molina E-Access, the terms and conditions in this Agreement, and/or any other policies or conditions that govern the use of Molina E-Access at any time. Provider should review Molina E-Access and these terms periodically for any updates or changes. Provider's continued access or use of Molina E-Access shall be deemed Provider's notification and acceptance of these changes.
Provider's use of Molina E-Access is governed by this Agreement and compliance with all applicable state and federal laws and government sponsored programmatic requirements, including, but not limited to, those regarding privacy and confidentiality of members' health and personal information and medical records, including mental health records. If Provider has entered into a contractual agreement with Molina Healthcare to provide health care services to Molina Healthcare's members ("Provider Agreement"), the terms of the Provider Agreement, as amended from time to time, shall also govern. In the event of a conflict between a term and condition under this Agreement and a provision under the Provider Agreement, this Agreement shall govern.
Provider shall not disclose or use patient names, addresses, social security numbers, identities, other personal information, treatment modalities, or medical records without obtaining appropriate authorization to do so. This provision shall not affect or limit Provider's obligation to make available medical records, encounter data and information concerning patient care to Molina Healthcare, any authorized state or federal agency, or other Providers of health care upon authorized referral.
Provider will indemnify and hold Molina Healthcare harmless from any loss or damage resulting from the unauthorized use or disclosure of information obtained by or through Provider or its Authorized Users, employees or agents through the Molina E-Access.
Nothing contained in this Agreement is intended to create, nor shall it be construed to create, any relationship between the parties other than that of independent parties contracting with each other solely for the purpose of effectuating the provisions of this Agreement. This Agreement is not intended to create a relationship of agency, representation, joint venture, or employment between the parties. Nothing herein contained shall prevent any of the parties from entering into similar arrangements with other parties. Each of the parties shall maintain separate and independent management and shall be responsible for its own operations. Nothing contained in this Agreement is intended to create, nor shall be construed to create, any right in any third party, including but not limited to Health Plan's Members. Nor shall any third party have any right to enforce the terms of this Agreement.
There is no implied warranty of any kind. There is no warranty that Molina E-Access system will be free from corrupted data, computer viruses or similar destructive or contaminating code. Unless otherwise prohibited by law, Provider assumes full responsibility for using the Access Program, and understands and agrees that Molina Healthcare is not responsible or liable for any claim, loss, or damage resulting from Provider's use. Provider agrees to use Molina E-Access on an "AS IS" and an "AS AVAILABLE" basis.
All right, title and interest (including all copyrights, trademarks and other intellectual property rights) in Molina E-Access belong to Molina Healthcare. In addition, the names, images, pictures, logos, and icons are proprietary marks that belong to Molina Healthcare.
Subject to applicable law, Molina Healthcare reserves the right to suspend or deny, in their singular or joint discretion, Provider's access to all or any portion of Molina E-Access with or without notice. Provider agrees that any termination of Provider's access to Molina E-Access may be effected without prior notice. Provider acknowledges and agrees that Molina Healthcare may immediately bar any further access to the Access program. Further, Provider agrees that Molina Healthcare shall not be liable to Provider or any third party for any termination of Provider's access to the Access Program.
If Provider is a legal entity, all persons signing on the Molina E-Access on behalf of Provider personally warrant their authority to act on behalf of Provider and to bind the Provider to this Agreement. If Ancillary Provider has multiple outlets, offices or facilities within the service area, Ancillary Provider warrants that all such outlets, offices or facilities shall be bound by the terms hereof.
This Agreement shall be governed by the laws of the State of California.
Any prior agreements, promises, negotiations, or representations, either oral or written, relating to the subject matter of this Agreement are of no force or effect.
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as a result of such decision.
All claims and controversies arising out of or in connection with this Agreement shall be resolved, to the extent possible, within forty-five (45) days by informal meetings and discussions in good faith between appropriate representatives of the parties. Any remaining controversy or claim which, when determined on a cumulative basis, exceeds $10,000 or more, arising from or related to this Agreement shall be settled by a single arbitrator in binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, then in effect, in Long Beach, CA; however, the parties may, by mutual agreement, utilize another form of dispute resolution process. Binding arbitration shall not be utilized to adjudicate matters that primarily involve review of Provider's professional competence or professional conduct, and shall not be available as a mechanism for appeal of any determinations made as to such matters. The arbitrator shall have at least fifteen years of experience, including at least five in managed health care. The parties shall conduct a mandatory settlement conference at the initiation of arbitration, to be administered by AAA. The arbitrator shall have no authority to award damages or provide a remedy that would not be available to such prevailing party in a court of law. Nor shall the arbitrator have the authority to award punitive damages. Each party shall bear its own costs and expenses, including its own attorneys' fees, and shall bear an equal share of the arbitrator's and administrative fees of arbitration. The parties agree to accept any decision by the arbitrator as a final determination of the matter in dispute, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction hereof. Any arbitration must be initiated within one year after the controversy or claim arose and was discovered or should have been discovered with reasonable diligence; if not so initiated, any such claim shall be deemed waived. The use of binding arbitration shall not preclude a request for equitable and injunctive relief made to a court of appropriate jurisdiction.