Allies Confidentiality Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

By signing this Confidentiality and Non-Disclosure Agreement (this “Agreement”), and for and in consideration of my continued employment, period of volunteering, or other association (my “Association”) with Allies for Health + Wellbeing (“Allies”), I understand, acknowledge, and hereby agree to be legally bound by the following:

1. During the time period of my Association with Allies, including any and all Associations as an employee, contractor, volunteer, observer, or representative of Allies, I will have or may be provided access to, may be exposed to, or may otherwise be responsible for the creation, preparation, handling and administration of “Confidential Information” which shall be defined as any and all non-public or proprietary information, including Trade Secrets as defined by Pennsylvania law or federal law, and regardless of the form, format, or medium in which such information is documented, presented, controlled, contained, disclosed, or accessed that relates to Allies, its patients, its clients, its vendors, or any third party engaged by Allies or to which Allies provides services, and shall include, but not be limited to, protected health information (“PHI”) as that term is defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), confidential HIV-related information (“CHRI”) as such term is defined by the Pennsylvania Confidentiality of HIV-Related Information Act, 35 P.S. § 7601, et seq. (“Act 148”), as well as any business information, methods, intellectual property, training materials, data, client lists, patient lists, and other client and patient-related information, employee data and other employee information, contracts, directories, marketing plans, as well as the plans, designs, developments, techniques, improvements, procedures, specifications, and ideas of both Allies, its patients, and its clients. 

2. I agree to complete any and all training required by Allies and to adhere to and abide by any and all policies of Allies that relate to my Association with Allies, including any of the foregoing that pertain to Confidential Information, and further agree to not disclose any Confidential Information to any individual, entity or third party outside of Allies, either directly or indirectly, or use the Confidential Information in any way not related to the provision of services to Allies during the term of my Association with Allies and at any time after my Association with Allies ends, unless: (a) such disclosure is permitted by the policies of Allies and applicable law, (b) I have obtained the prior written consent of Allies to make the disclosure, or (c) such disclosure is required by law.  In the event disclosure is required by law, however, I agree to notify Allies in writing of such required disclosure prior to making the disclosure and to give Allies an opportunity to prevent disclosure of any Confidential Information to the extent legally allowable.

3. I agree that I understand that any PHI or CHRI related to, concerning, or otherwise about patients or clients of Allies, including any and all demographic and financial data and any other information that may identify or be used to identify a client or patient of Allies, is Confidential Information that is subject to the obligations set forth in this Agreement and any and all applicable policies and procedure of Allies related thereto.  I further agree to maintain the privacy and security of all PHI and CHRI with which I come into contact. I further agree that I will not directly or indirectly: (i) Use PHI or CHRI for any purposes other than those directly associated with my Association with Allies; (ii) disclose PHI or CHRI to anyone who is not authorized to receive it (including my family members and friends); (iii) use or disclose more than the minimum necessary PHI or CHRI to accomplish the obligations and duties of my Association with Allies; or (iv) access PHI or CHRI for any purposes unrelated to my Association with Allies.

4. I agree that all materials containing information concerning Allies (which includes all Confidential Information, Allies-specific projects, as well as information concerning Allies’ patients or clients), whether such material is contained in a written, recorded, electronic (including but not limited to electronic mail and voice mail), or any other format, is solely the property of Allies, and I agree to return all such property to Allies immediately upon the termination of my Association, regardless of the reason for such termination.

5. I agree that I have received copies of, read, understand, and agree to comply with Allies’ policies and procedures governing my Association with Allies, including, without limitation Allies’ HIPAA Compliance Manual, and as such policies and procedures may be amended, updated, changed, or otherwise altered by Allies in its sole discretion from time to time. 

6. I understand and agree that any violation of this Agreement or any violations of any policy or procedure of Allies may serve as cause for: (i) reporting by Allies to appropriate authorities; (ii) alteration or termination of my Association with Allies; (iii) reduction or termination of access to Confidential Information, PHI, CHRI, and other information; (iv) personal liability for damages, penalties, fines, costs, and fees arising therefrom or related thereto; and (v) fines or imprisonment under federal and state laws protecting the confidentiality of PHI, CHRI, or other types of protected information. 

7. I understand and agree that if I have any questions concerning this Agreement or any policy or procedure of Allies that I should bring such questions to Allies’ management staff, Security Officer, or Privacy Officer, as applicable.  I further understand and agree that if I have information regarding any actual or suspected violations of this Agreement, Allies’s policies and procedures, HIPAA, or Act 148 that I should report such information to Allies’ management staff, Security Officer, or Privacy Officer immediately. I also understand that there will be no retaliation for my reporting of any such information. 

8. I agree that I will not attempt to nor make contact with any client or patient of Allies outside of such contact that is required to perform the duties of my Association with Allies. 

9. I agree to promptly disclose to Allies any and all inventions, discoveries, and other advancements that I conceive, develop, or perfect during my Association with Allies and which are related to my Association with Allies (whether on or off duty).  I further agree to assign to Allies all right, title and interest, in and to such inventions, discoveries, and advancements without further compensation.  I understand and agree that Allies, in its own discretion, may waive any interest in the inventions, discoveries, or advancements, but only if it does so in writing.

10. I agree that if an unauthorized person or entity is permitted to unfairly acquire the work, ideas, and other Confidential Information of Allies, it would severely damage the legitimate interests of Allies and its directors, officers, managers, employees, contractors, representatives, observers, and volunteers, and Allies would be seriously and irreparably damaged if I were to violate any of the terms of this Confidentiality Agreement.  I therefore agree that Allies will be entitled to seek appropriate remedies for any such damages, including injunctive relief, to enforce any provision in this Confidentiality Agreement. 

11. I agree that the obligations under this Confidentiality Agreement will survive the end of my Association with Allies, no matter the reason for the termination of the Association, and such obligations shall exist in perpetuity.

12. I agree that any questions relating to the interpretation of this Confidentiality Agreement will be resolved in accordance with the laws of the Commonwealth of Pennsylvania and hereby consent to the personal jurisdiction of the federal and state courts situated in Allegheny County, Pennsylvania.

13. I agree that this Confidentiality Agreement cannot be amended, modified, or otherwise changed except as is set forth in a writing signed by both myself and an authorized officer of Allies.