The first rule about Fight Club is not to talk about Fight Club.
SOAPM-list members know all about this, but a copy of the most ridiculous and obnoxious confidentiality agreement I have ever, ever seen is making the rounds. It’s so…ludicrous, my heart stops. Sadly, I know there are folks out there who have signed this.
If you haven’t already noticed, I am going to be breaking out the bold and italics today as a sign of my revolutionary spirit.
Although I sincerely doubt that it would hold up in court, I don’t think that’s the ultimate intent of UHC. They simply want to intimidate. There is no reason for anyone to ever sign an agreement like this, unless, of course, it comes with a bag of CASH.
Anyway, check out the highlights, with my limited translations. There are well over a dozen points to the contract, I am just pointing out the ludicrousness of a few items. IANAL, but anyone can read most parts of most contracts.
Provider shall maintain the confidentiality of all financial and business terms related to the agreement or amendment being negotiated with United, including without limitation rate schedules, financial information, the existence and terms of the agreement or amendment being negotiated, protocols, policies, procedures, clinical criteria and programs (the “Confidential Information”).
Chip’s Translation: Even the existence of the contract is confidential. In theory, the way this reads, you can’t even admit to having an agreement with UHC at all, but this is really aimed at spreading any knowledge that UHC might negotiate. What I don’t know is…if you are the only person on your block with this bogus confidentiality agreement, can you warn others not to sign it?
Provider will not disclose any Confidential Information to its affiliates, employees, advisors, attorneys, contractors, directors, officers, agents, potential investors and/or other third parties (collectively “Permitted Representatives”) except as may be necessary to carry out its negotiations with United.
Chip’s Translation: If (big if) you have special rates from UHC, you cannot actually tell your staff what they are! If – er, with UHC, when – a payment policy changes, you can’t tell your office manager. If you want expert help analyzing your payment rates, you can’t tell your consultants about the terms of your UHC agreement. If you’re thinking of selling your practice or merging with another group, you can’t tell them about your special UHC deal (or even that you have one). Given that simply posting an EOB with different payment levels could be considered “disclosing any Confidential Information” to your employees, you can’t even technically do anything but deposit the check. Or, the docs can start posting checks.
I realize that UHC may distinguish between the practicalities of disclosing some Confidential Information and identifying it as a “special deal.” But…how can any two practices now work with a single billing service? As soon as they post a differing EOB, the cow is out of the barn.
In the event of a breach or threatened breach of this Agreement, Provider agrees and acknowledges that the remedy at law shall be inadequate and United shall be entitled to an injunction restraining the breaching or allegedly breaching party from committing or continuing to commit any such breach, without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law.
Chip’s Translation: I love that last line: “…without having to prove the inadequacy of the available remedies of law.” Federal law and anti-trust laws are written entirely in the support of insurance companies, yet the law is still somehow inadequate to protect their interests. The only inadequate thing here is an ethics check.
In addition, in the event of any breach by the Provider of its obligations under this Agreement, United may, in its sole discretion and in addition to any other remedy available to United, demand in writing that the Provider pay United the sum of $XX,XXX as liquidated damages (and not as a penalty), which sum the Provider shall then be obligated to pay United within ten (10) business days after receipt of United’s notice.
Chip’s Translation: Go back and read that again. If you talk to anyone, whomsoever, who isn’t one of the signees on your UHC agreement, you stand to be “fined” by UHC tens of thousands of dollars. I left out the $$ amount for fear that the figure could identify one of the practices who received this agreement. It’s in the high-5-figures, we’ll leave it at that. Any number >0 is gross.
I then laughed at United’s 10 day payment demand. When is the last time they paid you that fast on one of their under-reimbursed 99213s?.
Why are people working with them?
This may be the best part:
Provider acknowledges and agrees that United and its representatives make no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information…
Do I need to translate this?
“Don’t worry,” the rep says, “we don’t ever actually enforce this.”