AGREEMENTS PRIOR TO TERMINATION.
NOTWITHSTANDING THE FOREGOING,
PARTICIPANTS AND ITS AFFILIATES SHALL HAVE ACCESS TO HPG'S CONTRACTED VENDORS
FOR UP TO ONE HUNDRED TWENTY (120) DAYS FOLLOWING TERMINATION TO COMPLETE ITS
TRANSITION TO NEW SUPPLIERS.
(E)
THE TERMINATION OF THIS AGREEMENT PURSUANT
TO THIS SECTION 7 SHALL NOT AFFECT THE VALIDITY AND EFFECT OF PURCHASES MADE BY
PARTICIPANT UNDER VENDOR CONTRACT PRIOR TO TERMINATION, PARTICIPANT'S OBLIGATION
TO PAY VENDORS IN RESPECT OF SUCH PURCHASES, OR ANY OBLIGATION OF PARTICIPANT
UNDER ANY SPECIFIC AGREEMENT WITH A VENDOR.
8.
Access to Books and Records.
Until the expiration of four (4) years after the term of this Agreement
(including any renewal term), HPG shall make available to the Secretary of the
United States Department of Health and Human Services, the United States
Comptroller General, and their duly authorized representatives, in accordance
with 42 C.F.R.
§420.300 et seq., this Agreement and all books, documents, and
records necessary to certify the nature and extent of the costs of the services
provided by HPG hereunder.
If HPG carries out any of its duties hereunder
through a subcontract worth $10,000 or more over a twelve-month period with a
related organization, the subcontract also shall contain an access clause to
permit such access by the Secretary, the Comptroller General, and their duly
authorized representatives to the related organization's books, documents and
records.
The parties agree that any attorney-client, accountant-client or any
other legal privilege shall not be deemed waived by virtue of the provisions of
this Section 8.
9.
Confidentiality.
(A)
EXCEPT AS PERMITTED IN PARAGRAPH 9(D)
BELOW, THE TERMS AND EXHIBITS OF THIS AGREEMENT, ALL INFORMATION, DOCUMENTS AND
INSTRUMENTS (INCLUDING, WITHOUT LIMITATION, ALL INFORMATION REGARDING THE
PRICING, REBATES, DISCOUNTS, SHIPPING TERMS AND OTHER TERMS AND CONDITIONS OF
THE VENDOR CONTRACTS) DELIVERED OR OTHERWISE PROVIDED TO PARTICIPANT OR ITS
FACILITIES, OR ANY OF THEIR AGENTS, DIRECTORS, OFFICERS OR EMPLOYEES AS WELL AS
INFORMATION RELATING TO QUANTITIES OF PRODUCTS AND SERVICES PURCHASED BY
PARTICIPANT AND/OR ITS FACILITIES, IS CONFIDENTIAL (HEREINAFTER, "CONFIDENTIAL
INFORMATION").
PARTICIPANT AGREES THAT THROUGHOUT THE TERM OF THIS AGREEMENT
AND FOR A PERIOD OF THREE (3) YEARS THEREAFTER IT SHALL MAINTAIN ALL
CONFIDENTIAL INFORMATION IN STRICT CONFIDENCE, SHALL USE SUCH CONFIDENTIAL
INFORMATION ONLY AS IS REQUIRED IN CONNECTION WITH ITS PROVISION OF HEALTHCARE
SERVICES, AND MAY DISCLOSE SUCH CONFIDENTIAL INFORMATION ONLY
12
ON A "NEED TO KNOW" BASIS TO ITS DULY AUTHORIZED OFFICERS, DIRECTORS,
REPRESENTATIVES, CONSULTANTS, ACCOUNTANTS, ATTORNEYS AND AGENTS AND TO THE DULY
AUTHORIZED OFFICERS, DIRECTORS, REPRESENTATIVES AND AGENTS OF ITS AFFILIATES.
PARTICIPANT SHALL COMMUNICATE TO EACH SUCH PERSON THE CONFIDENTIALITY
OBLIGATIONS OF THIS AGREEMENT, SHALL CAUSE THOSE PERSONS TO HOLD SUCH
CONFIDENTIAL INFORMATION IN STRICT CONFIDENCE AS IF PARTY HERETO, AND SHALL
REQUIRE THE ABOVE DESCRIBED NON-EMPLOYEES OF PARTICIPANT OR ANY FACILITY TO SIGN
WRITTEN CONFIDENTIALITY AGREEMENTS WITH NON-DISCLOSURE REQUIREMENTS AT LEAST AS
STRICT AS THOSE STATED HEREIN, PRIOR TO RECEIPT OF ANY CONFIDENTIAL
INFORMATION.
HPG AGREES TO MAINTAIN IN CONFIDENCE THE QUANTITIES OF PRODUCTS
AND SERVICES PURCHASED BY PARTICIPANT AND ITS FACILITIES AND