Humana Web Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT is entered into by and between HUMANA INC. ("Humana") and you in your role as a healthplan member or as an administrator of your Organization ("Organization" means a Provider, Provider group, Employer, Employer Group, Agent, Broker, Agency and Brokerage firm or Business Associate.) Humana and You are sometimes hereinafter referred to individually as the "Party" or collectively as the "Parties".

WHEREAS, the Parties hereto desire to enter into a confidentiality arrangement whereby parties shall share information;

WHEREAS, the Parties acknowledge that any information or data, whether printed, written, oral or electronically stored or reproduced and whether provided in response to specific inquiry or voluntarily provided, including but not limited to the identity of Humana’s customers, Humana's methods of doing business, and financial information regarding Humana’s customer contracts, both detailed information and the basic nature of the information is confidential, and that both Parties intend that such information remain confidential ("Confidential Material");

WHEREAS The term "Confidential Material" does not include information which (i) becomes generally available to the public other than as a result of a disclosure by party or parties’ subsidiaries or agents, (ii) was rightfully available to party on a non-confidential basis from a source other than said parties, provided that such source is not bound by a confidentiality agreement with any of said parties or otherwise prohibited from transmitting the information to party by a contractual, legal or fiduciary obligation.

NOW THEREFORE, Without the written prior consent of the party, party will not, and will direct your directors, agents and employees who have access to the Confidential Materials, not to, disclose to any of the Confidential Materials. The term "person" as used in this Agreement shall be broadly interpreted to include, without limitation, any corporation, company, partnership, trust or individual.

Both parties shall maintain the confidentiality of information of members/patients, insurers or other persons or entities to whom the Confidential Material may pertain. The Parties agree to prevent the disclosure of such information to third parties except in connection with its obligations hereunder and as may be required by law.

You and your subsidiaries, agents, or employees, will not, and you will direct your directors, officers, employees and representatives not to, use any of the Confidential Material for any reason or purpose other than to provide the services.

In the event that party or any of parties subsidiaries are requested or required (by oral questions, interrogatories, requests for information or document, subpoena, civil investigative demand or similar process) to disclose any information supplied to you in the course of your dealings with the other party or any subsidiary of the other party or the agents of any of them, you agree to provide the other party with prompt notice of such request(s) so that it may seek an appropriate protective order and/or waive your compliance with the provisions of this Agreement. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder you are nonetheless, in the reasonable opinion of your attorney, compelled to disclose information concerning the other party or any subsidiary of the other party to any tribunal or else stand liable for contempt or suffer other censure or penalty, you may disclose such information to such tribunal without liability hereunder.

At the termination of such Agreement, you will promptly, upon the request of the other party, deliver to such party all documents or other matters furnished to you constituting Confidential Material, without retaining any copy thereof. In the event of such request, all other documents or other matters constituting Confidential Material will be destroyed (including all electronic images of Confidential Material), and you will confirm in writing that all Confidential Material has been returned or destroyed.

It is understood and agreed that no failure or delay by the other party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.