This Service Agreement (the “Service Agreement”), entered into, and amended from time to time, between McKesson Pharmacy Services LLC, a Delaware limited liability company, (“McKesson”) and you, (the “Customer”) on behalf of its End User, (each a “Party” and collectively the “Parties” under this Services Agreement).
Background
WHEREAS, Customer desires for McKesson to arrange for a McKesson-selected vendor (the “INS Vendor”) to provide the following intelligent network services (the “Intelligent Network Services”) to Customer:
- Electronic verification of eligibility and/or adjudication of claims with third party claims processors;
- Electronic verification of eligibility for Medicare prescription drug benefits; and
- Determination of where to route a pharmacy claim when a patient’s third party payor or Medicare card is not available or when the patient’s benefit information on file with Customer is no longer accurate. Notwithstanding any applicable termination provisions, McKesson may terminate the Intelligent Network Services immediately, without penalty, if requested to do so by the Intelligent Network Service Vendor.
1. DEFINITIONS.
The following words and terms will have the meanings set forth below. Any capitalized terms not defined herein will have the meaning ascribed to them in the Intelligent Network Services Agreement and its exhibits and/or amendments. “Customer” means a customer of McKesson that has entered into a written agreement pursuant to which McKesson provides or makes available to the Customer the Intelligent Network Services. “Applicable Law” means any and all federal, state and local laws and regulations that apply to McKesson, its Customers or End Users. “Pharmacy Benefit Manager Data Source” means a pharmacy benefit manager (“PBM”), health benefit payor or administrator, or other similar entity which has entered into a written agreement with INS Vendor to allow access through the INS Vendor Network to information for the Intelligent Network Services. “End User” means an individual that is employed by, an active member of the medical staff of, workforce of (as defined in 45 C.F.R. § 160.103) or otherwise performing healthcare services as an authorized representative of a Customer. “INS Vendor Data” means any data or information provided to McKesson, its Customers and End Users by or through INS Vendor Network as part of the Intelligent Network Services, including statistics collected by INS Vendor regarding transactions processed by the INS Vendor Network, test data, test cases, configuration information, and problem description and resolution information; provided, however, that is does not include any data sent by McKesson, its Customers or End Users to INS Vendor or through INS Vendor Partners.
2. USE OF INTELLIGENT NETWORK SERVICE.
1. Compliance. Customer agrees to utilize the Intelligent Network Services in accordance with the Services Agreement, its exhibits or attachments, all Applicable Law and regulations now or hereafter imposed, and maintain compliance with McKesson and/or INS Vendor-provided instructions and specifications, and to provide McKesson and/or the INS Vendor with the necessary data in the proper format to enable the INS Vendor to properly furnish Intelligent Network Services.
2. Patient Consents. Customer represents and warrants that Customer has obtained all patient consents or authorizations necessary for the transmission of information to McKesson and/or to the INS Vendor, and handling thereof, as provided herein.
3. Right to Suspend Services. McKesson is subject to payer and third-party processing requirements, and McKesson reserves the right from time to time, as may be reasonably necessary, without liability to Customer or its End User, to suspend, revise, modify, or update any part of the Intelligent Network Services, upon reasonable notice to Customer, to the extent that McKesson modifies the Intelligent Network Services for all customers, and provided that McKesson does not materially reduce the level of services provided.
4. Internal Purposes Only. Customer agrees to use the Intelligent Network Services solely for Customer’s internal business purposes and with EnterpriseRx®, Third Party Software, and/or EnterpriseRx® Hardware, as applicable.
5. Right to Suspend Service. McKesson is subject to payer and third-party processing requirements, and McKesson reserves the right from time to time, as may be reasonably necessary, without liability to Customer or its customers, to suspend, revise, modify, or update any part of the Intelligent Network Services, upon reasonable notice to Customer, to the extent that McKesson modifies the Intelligent Network Services for all customers, and provided that McKesson does not materially reduce the level of services provided.
3. ADDITIONAL TERMS FOR THE USE OF COMMERCIAL E1 TRANSACTIONS SERVICES (IF APPLICABLE).
The following terms shall apply only if Customer uses Commercial E1 Transaction Services:
1. Compliance. Customer agrees to comply with the terms and conditions of the INS Vendor Materials, as such may exist from time to time, and any other policies, procedures, and requirements applicable to access the INS Vendor’s network. “INS Vendor Materials” means any implementation guides, Intelligent Network Service network operations guide, and other materials that the INS Vendor or McKesson provides to Customer to enable its use of the Commercial E1 Transactions Services, as such materials may be further developed or modified by the INS Vendor and provided by McKesson.
2. Message Transmissions and Content. Customers shall comply with Applicable Law. Customers shall ensure (a) that each end user authorized to use the Commercial E1 Service meets the definition of Customer and End User set forth above; and (b) that each End User is identity proofed in accordance with industry standards to INS Vendor’ reasonable satisfaction, pursuant to standards that INS Vendor may issue from time to time. Customers shall further ensure that each End User is authenticated in accordance with procedures compliant with a national industry standard recognized by INS Vendor in its reasonable discretion.
3. Firewall. Customers shall not use the INS Vendor Data provided by Pharmacy Benefit Manager Data Sources to promote or encourage Customers maintaining pharmacy benefit manager services or to augment Customer’s own eligibility or medication history records. In the event that Customer has pharmacy benefit manager operations, Customer shall maintain all INS Vendor Data provided by Pharmacy Benefit Manager Data Sources on a separate or “walled off” from the data from its other pharmacy benefit manager operations, if any.
4. Patient Consent and Authorizations. Customer represents and warrants, on behalf of itself and its End Users, that all patient consents and/or authorizations required by applicable law have been obtained prior to requesting INS Vendor Data for such patient through the INS Vendor Network. Customers and End Users shall comply with any privacy and patient consent policies of INS Vendor related to the delivery of Private Information and/or PHI as may be published by INS Vendor from time to time and are provided to INS Vendor Partner. Customer further acknowledges on behalf of itself and its End Users that Pharmacy Benefit Manager Data Sources may impose additional privacy and patient consent policies on the delivery of Private Information and/or PHI through the INS Vendor Network. Customers shall use commercially reasonable efforts to implement any such policies within forty-five (45) days following McKesson’s receipt of such policies from INS Vendor Partner. In the event that Customers do not implement such policies within forty-five (45) days of receipt of such policies from McKesson (which shall be no more than thirty (30) days after INS Vendor Partner’s receipt of such policies from INS Vendor), then INS Vendor shall immediately suspend the Commercial E1 Service responses for such applicable Pharmacy Benefit Manager Data Source.
5. Use of Data. Customers and End Users shall not attempt to capture, open, examine, modify, add commercial or other messages to, repackage, distribute, license, sell or make any commercial use of any data or information provided by any Pharmacy Benefit Manager Data Source by or through the INS Vendor Network other than as specifically permitted under the Commercial E1 Exhibit. Customers and End Users shall engage in no act or omission which would alter the content of, interfere with, modify, or delay (i) the transmission of any data or information provided by the Pharmacy Benefit Manager Data Sources which is communicated through the INS Vendor Network, or (ii) the incoming or outgoing transmission or receipt of any message sent through the INS Vendor Network. INS Vendor may share Customer’s data with other Pharmacy Benefit Manager Data Sources to the extent necessary to fulfill the terms and conditions of the Commercial E1 Exhibit. Nothing in these Additional Flow Down Terms or the Commercial E1 Exhibit is intended to restrict use of data or information provided by Pharmacy Benefit Manager Data Sources and obtained or sent through the INS Vendor Network once such data or information has become a part of a patient's permanent record. For the avoidance of doubt, the preceding sentence does not grant McKesson any additional rights to use data or information transmitted through the INS Vendor Network not otherwise set forth herein.
6. Limitations of the INS Vendor Network. INS Vendor uses available technology to match patient identities in order to provide the Commercial E1 Service. Because patient information is maintained in multiple places, not all of which are accessible to INS Vendor, and because not all patient information is kept in a standard fashion or is regularly updated, it is possible that false matches may occur or that there may be errors or omissions in the information provided by INS Vendor from Pharmacy Benefit Manager Data Sources. INS Vendor is not a health plan, health care provider, or prescriber. INS Vendor does not and cannot independently verify or review the information transmitted through the INS Vendor Network for accuracy or completeness. Neither INS Vendor nor any Pharmacy Benefit Manager Data Source provides any representations or warranties with respect to the accuracy or completeness of such information. Pursuant to the foregoing, Customers and End Users shall acknowledge that the INS Vendor Data provided by INS Vendor from Pharmacy Benefit Manager Data Sources may not be complete or accurate, and hereby releases and holds harmless, and shall cause each Customer and End User to release and hold harmless, INS Vendor Partner, INS Vendor and the Pharmacy Benefit Manager Data Sources from any liability, cause of action, or claim related to the completeness or lack thereof of such INS Vendor Data.
7. Treatment Purposes. Customers and End Users shall only use Commercial E1 Service in connection with and in conjunction the specific treatment event of dispensing a specific prescription for a specific patient. Customers and End Users are explicitly prohibited from initiating transactions for the Commercial E1 Service for purposes of reselling such information; performing analytics; enabling other third-party commercial E-1 or other eligibility to pharmacy services, real-time prescription benefit services, electronic prior authorization services, and specialty enrollment services; in conjunction with prescription routing; or for any other commercial purpose, including enhancing its other services; or population analytics, insurance marketing, or pharmaceutical marketing purposes.
8. Termination. Notwithstanding anything in the Services Agreement to the contrary, McKesson or INS Vendor Partner may terminate the Commercial E1 Service immediately in the event that INS Vendor is no longer performing the Commercial E1 Services or the terms of the agreement between INS Vendor Partner and INS Vendor are no longer in force or effect. In such event, McKesson will notify Customer as soon as reasonably practicable.
9. Equipment. Customer is solely responsible for obtaining the equipment necessary to access and utilize the INS Vendor’s network, including, without limitation, modems, Internet access and appropriate telecommunications services.
10. No Access to General Public. Customer shall not (i) use the INS Vendor’s network in any manner which would allow the general public access thereto, or (ii) authorize any use of the INS Vendor’s network for the benefit of any person or entity other than Customer.
11. Restrictions. Customer shall not make any use of any data or information provided by the INS Vendor by or through the INS Vendor’s network (but excluding Customer’s prescription claim information) except for the specific purposes set forth in this Services Agreement. Customer shall not attempt to capture, open, examine, modify, add commercial or other messages to, repackage, distribute, license, sell or make any commercial use of any data or information provided by or through the INS Vendor’s network other than as specifically permitted under this Services Agreement.
12. Billing. Commercial E1 Transactions Services that are rejected or return a “patient not found” response are not billable for the Commercial E1 portion of the transaction; however, Customer will be billed a standard transaction rate for submitting the Commercial E1 request. Customer will incur another standard transaction rate for resubmitting claims with the updated information.