Ensure proprietary info remains private

Contract Language. By Steven M. Harris, AMNews contributor. July 1, 2002.

CONTRACT LANGUAGE

A column examining the ins and outs of contract issues

SEE ARCHIVES

A nondisclosure of proprietary information provision should be included in all your employment, third-party billing, service and managed care contracts.

This provision should state that the party you are contracting with recognizes and acknowledges that the proprietary information to which they will have access is sufficiently secret to derive economic value -- a technical way of saying that if anyone else learns some of your legitimate business secrets, you could lose money. As the employer or entity contracting for health care services, you must take reasonable steps to protect the confidentiality of your proprietary information.

Make sure you pay close attention to how proprietary information is defined within your contracts and what the parameters are for disclosure by the party you are contracting with.

Proprietary information should include all your trade secrets and other proprietary or confidential information that arises out of your practice, including the following documents:

• Financial statements, cost reports and forecasts.
• Contract proposals, bidding information and negotiating strategies.
• Rate and fee structures.
• Policies and procedures.
• Management systems and related procedures.
• Practice plans and projections.
• Patient lists.
• Nonpublic information regarding actual or potential patients, vendors, referral sources, payers, contracting parties or opportunities to provide professional services.
• Terms of the contract, any service contract or any other contract or agreement.