I.U.O.E. LOCAL 14-14B
WELFARE FUND TRADING PARTNER AGREEMENT |
| THIS TRADING PARTNER AGREEMENT is entered into this
____ day of _________, 200___, by and between the WELFARE FUND OF
THE INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 14-14B, AFL-CIO
("Covered Entity") and _____________________________________ [insert
name and taxpayer id number] ("Trading Partner") and provides the
terms and conditions which govern the registration and conduct for
Electronic Data Interchange ("EDI") Transactions between the parties. |
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WHEREAS, Trading Partner intends to conduct
certain health care related transactions with Covered Entity in electronic
form; and
WHEREAS, Trading Partner agrees to conduct these transactions
according to the provisions set forth in this agreement. NOW,
THEREFORE, Covered Entity and Trading Partner agree as follows:
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| I. DEFINITIONS |
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| 1. "Agreement" shall mean this document. |
| 2. "Data" shall mean a formalized representation of specific
facts or concepts suitable for communication, interpretation or processing
by people or by automatic means. |
| 3. "Data Transmissions" shall mean the transfer or exchange
of Data between the Covered Entity and Trading Partner by means of
an Information System which is compatible for that purpose, and including
without limitation, EDI transmissions, pursuant to the terms and conditions
set forth in this Trading Partner Agreement. |
| 4. "Electronic Data Interchange" or "EDI" shall mean the
exchange of business documents from application to application in
a federally mandated format. |
| 5. "HHS Transaction Standard Regulation" shall mean the Code
of Federal Regulations at Title 45, Sections 160 and 162 and any future
amendments thereto. |
| 6. "Individual" shall mean the person who is the subject
of the Information and has the same meaning as the term "individual"
defined by 45 C.F.R. 164.501. |
| 7. "Information" shall mean any health information provided
by or made available by Covered Entity to Trading Partner and has
the same meaning as the term "health information" as defined by 45
C.F.R. 160.102.` |
| 8. "Lost" or "Indecipherable Transmission" shall mean a Data
Transmission which is never received by or cannot be processed to
completion by the receiving party in the format or composition received
because it is garbled or incomplete, regardless of how or why the
message was rendered garbled or incomplete. |
| 9. "Parties" shall mean Covered Entity and Trading Partner. |
| 10. "Secretary" shall mean the Secretary of Health & Human
Services and any other officer or employee of the Department of Health
& Human Services to whom the authority involved has been delegated. |
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| II. TERM |
| The term of this Agreement shall commence as of the
date it is executed by Trading Partner and received by Covered Entity.
This Agreement shall expire when all of the Information provided by
Covered Entity to Trading Partner is destroyed or returned to Covered
Entity. |
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| Termination or expiration of this Agreement shall
not relieve either Party of its obligations under this Agreement and
under applicable federal and state laws and regulations pertaining
to the privacy and security of Individual Identifiable Health Information
along with its obligations regarding the confidentiality of proprietary
information. |
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| III. OBLIGATIONS OF THE PARTIES |
| 1. The mutual obligations of the Parties include: |
| (a) EDI/EFT Data Transmission
Accuracy: The Parties will take reasonable care to ensure that Data
Transmissions are timely, complete, accurate and secure. Each party
shall take reasonable precautions to prevent unauthorized access to
the other Party's operating system, Data Transmissions and the contents
of any file transmitted either to or from either Party. |
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| (b) Transmission Format: All standard transactions
conducted between the Parties shall use medical data code sets, data
elements and formats specified by the HHS Transaction Standards. All
other Data Transmissions, if any, shall be conducted between the Parties
using code sets, etc. as specified by Covered Entity. |
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| (c) Incorporation of
Modifications to HHS Transaction Standards: Trading Partner agrees
and understands that from time to time, the Secretary may modify and
set compliance dates for HHS Transaction Standards. Trading Partner
agrees to incorporate by reference into this Agreement any such modifications
or changes. In addition, Trading Partner agrees to comply with any
Provider, Plan, Employer or Individual Unique Identifier as may be
issued by HHS in a timely manner. |
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| (d) Testing: Each Party will test and cooperate
with the other Party in testing each Party's operating system to ensure
the accuracy, timeliness, completeness and confidentiality of each
Data Transmission. |
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| (e) Data Transmission Security: The Parties
will each employ security measures necessary to protect data and Data
Transmissions between them pursuant to the HHS Transaction Standards. |
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| (f) Security Access Codes: The Security Access
Codes that Covered Entity issues to Trading Partner will, when affixed
to Data Transmissions, be legally sufficient to verify the identity
of the transmitter and to authenticate the Data Transmission, thereby
establishing the Data Transmission's validity. |
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| (g) Costs: Each Party is responsible for all
costs, charges or fees it may incur by transmitting electronic transactions
to, or receiving electronic transactions from, the other Party. |
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| 2. Trading Partner Obligations |
| (a) No Changes: Trading Partner hereby agrees
that for the Information, it will not change any definition, data
condition or use of a data element or segment as proscribed in the
HHS Transaction Standard Regulation. |
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| (b) No Additions: Trading Partner hereby agrees
that for the Information, it will not add any data elements or segments
to the maximum denied data set as proscribed by the HHS Transaction
Standard Regulation. |
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| (c) No Unauthorized Uses: Trading Partner
hereby agrees that for the Information, it will not use any code or
data elements that are either marked "not used" in the HHS Transaction
Standard's implementation specifications or are not in the HHS Transaction
Standard's implementation specifications. |
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| (d) No Changes to Meaning or Intent: Trading
Partner hereby agrees that for the Information, it will not change
the meaning or intent of any of the HHS Transaction Standard's implementation
specifications. |
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| (e) No Copying: Trading Partner hereby agrees
that it will not copy, reverse engineer, publish, distribute, alter
or use Data or Data Transmissions for any purpose other than for which
Covered Entity has specifically authorized Trading Partner. |
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| (f) Confidentiality: Trading Partner hereby
agrees to protect and maintain the confidentiality of Security Access
Codes that Covered Entity may issue to Trading Partner. |
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| (g) Business Associates: Trading Partner hereby
agrees to require any of its Business Associates to abide by the obligations
set for in this Agreement, even though Business Associate shall not
be a signatory to this Agreement. |
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| 3. Covered Entity Obligations |
| (a) Data Availability: Covered Entity hereby
agrees to make available to Trading Partner, via electronic means,
Data and Data Transmissions for which this Agreement grants Trading
Partner access or authorization, or as provided by applicable law. |
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| IV. CONFIDENTIALITY & SECURITY |
| 1. Data Security: Both Parties will maintain reasonable security
procedures to prevent unauthorized access to Data, Data Transmissions,
Security Access Codes, Files, Source Documents and Covered Entity's
Operating System. Each Party shall immediately notify the Other Party
of any unauthorized attempt to obtain access to or otherwise tamper
with the categories of Information identified above. |
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| (a) Confidential Health Information: Each Party will
comply with all applicable Privacy Statutes and Regulations to maintain
the confidentiality of participant's individual health information. |
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| (b) Proprietary Information: Each Party will treat
the other Party's Proprietary Information obtained or learned in connection
with this Agreement as confidential and will not use the other Party's
Proprietary Information for their own commercial benefit or for any
other purpose not authorized in this Agreement. Each Party will safeguard
the other Party's Proprietary Information against unauthorized disclosure
and use. |
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| (c) Notice of Unauthorized Disclosure and Use: Each
Party will promptly notify the other Party of any unlawful or unauthorized
use or disclosure of Confidential Health Information which disclosure
may have an impact on the other Party or the Proprietary Information
that comes to the Parties' attention. |
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| 2. Operating System's Security: Each Party will develop, implement
and maintain appropriate security measures for its own Operating System.
Each Party's security measures will include, at a minimum, the requirements
and implementation features as set forth in all applicable HHS implementation
regulations. |
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| V. MISCELLANEOUS |
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| 1. Property Rights: The Information shall be and
remain the property of Covered Entity. Trading Partner agrees that
it has no right or title to the Information. |
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| 2. Choice of Law: This Agreement shall be governed
by the laws of the State of New York and all applicable federal laws. |
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| 3. Binding Nature and Assignment: This Agreement
is binding on the Parties hereto and their successors and assigns,
but neither Party may assign this Agreement without the prior written
consent of the other Party. |
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| 4. Notices: Written notice under this Agreement shall
be provided to the Parties at the addresses appearing at the conclusion
of this Agreement. Either party may at any time change its address
for notification purposes by mailing a notice stating the change and
setting forth the new address to the other Party. |
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| 5. Dispute Resolution: The Parties will work together
in good faith for a reasonable period of time to resolve any dispute
or alleged breach of this Agreement prior to resorting to litigation. |
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| 6. Amendment: This Agreement may not be changed or
modified except by an instrument in writing signed by both Parties. |
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| 7. Force Majeure: Each Party shall be excused from
performance for any period of time during this Agreement that it is
prevented from performing any obligation or service, in whole or in
part, as a result of causes beyond its reasonable control and without
its fault or negligence. Such acts include, without limitation, Acts
of God, civil disturbance, labor disputes, earthquakes, floods or
other natural disasters. |
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| 8. No Agency: Nothing in this Agreement will place
the Parties in a relationship whereby either is the principal or agent
of the other Party or has the authority to bind the other in any way. |
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| 9. Severability: If any provision of this Agreement
is held or declared to be illegal, invalid or unenforceable, the remainder
of the Agreement will continue in full force and effect. |
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| 10. Entire Agreement: This Agreement constitutes
the entire understanding between the Parties and supersedes and cancels
all previous written or oral communications between the Parties. |
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| Agreed to Accepted By: |
| I.U.O.E. LOCAL 14-14B WELFARE FUND
______________________________ |
| (Covered Entity) (Trading
Partner) |
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| ______________________________
______________________________ |
| By: Judy Renick, Fund Manager By:
Name: |
| Address: 141-57 Northern Blvd., Flushing, Address: |
| New York 11354 |
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| Notice: Trading Partner must complete both the Trading
Partner Agreement and Registration Form to begin the electronic transfer
of data with the I.U.O.E. Local 14-14B Welfare Fund. |
