Check for these essentials in confidentiality agreements

Contract Language. By Steven M. Harris, AMNews contributor. Oct. 8, 2007.

CONTRACT LANGUAGE

A column examining the ins and outs of contract issues

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In California, physicians and hospitals are fighting with Blue Cross of California, a WellPoint-owned company, over confidentiality agreements the health plan is putting into contracts that would effectively prevent any outside counsel from examining physician contracts.

The case is a reminder that physicians should examine their health plan contracts to make sure that they are not put in a similar situation in not having the option for outside negotiating assistance if they so choose it. It is also a reminder that there are limits, even for physician practices, as to how businesses can define what is confidential.

Having reviewed the Blue Cross confidentiality agreement in question, I agree that it is overreaching, and that any similar agreements should be viewed by physicians with suspicion and caution.

That being said, Blue Cross, as with all businesses, has a legitimate interest in protecting its confidential information.

Before signing a confidentiality agreement, doctors should review the agreement to ensure that the following provisions are incorporated:

"Confidential information" is sufficiently and succinctly defined. The definition of confidential information should not be so vague as to make the term meaningless. The definition can address broad categories such as information of a proprietary, intellectual, or similar nature -- including reports, financial information, business plans and proposals, economic data, market data, supply information, ideas, concepts, trade secrets, know-how, processes, and other technical or business information.