PHN EXCHANGE AND DATA SHARING
TERMS OF USE
Last updated: September 2019
By using this website and providing your information and details as requested to Your PHN Limited (Your PHN, Us, We, Our) or by otherwise registering to access and to use PHN Exchange, You are deemed to have reviewed and agreed to these terms and conditions of access to and use of PHN Exchange (Terms of Use). If You do not agree to these Terms of Use, then You are not entitled to access and use the PHN Exchange.
1 Definitions
In these Terms of Use, the following have their respective meanings:
(a) Business Day means a day (other than a Saturday or a Sunday) that is not gazetted as a public holiday in Bendigo, Victoria.
(b) Catchment Area means the catchment area administered by the relevant Primary Health Network in which You are located.
(c) CAT Plus means software, owned and licensed by Pen CS Pty Ltd, which extracts general practice data for practice analysis and aggregates general practice data.
(d) Data means data extracted from Your practice management system by Your PHN under existing data sharing arrangements with Your PHN, including (but not limited to) patient demographic data, patient diagnoses, data relating to medications, data relating to allergies, diagnostic reports and Medicare item numbers.
(e) Data Extraction Software means Cat Plus, other software owned by Pen CS Pty Ltd which can be used to extract general practice data for practice analysis, and software supplied or licensed by alternative extraction software providers as approved by Us from time to time.
(f) IPR means any copyright, trade mark (whether registered or unregistered), design, patent, circuit layout rights, trade, business and company names, other proprietary rights and the right to the registration of such rights existing anywhere in the world and existing before, on or after the commencement of these Terms of Use.
(g) Laws means all relevant state, territory and Commonwealth laws and regulations.
(h) Password means a password You set and use for the purpose of accessing the PHN Exchange and using the tools We offer via the Portal.
(i) Personal Information has the meaning given to the term ‘personal information’ by the Privacy Act 1988 (Cth).
(j) Personnel means any of Our directors, officers, employees, agents or subcontractors.
(k) PHN Exchange means the system We develop and maintain that enables Users to access certain de-identified and aggregated information regarding health outcomes in the Catchment Area and enables Users to undertake analysis of such information.
(l) Privacy Policy means Our privacy policy that addresses how We collect, hold, use, disclose and otherwise deal with Personal Information.
(m) Public Data means data that is extracted from publicly available datasets, including datasets published by the Victorian Department of Health and Human Services and the Australian Bureau of Statistics, and which is made available via PHN Exchange under a Third Party Licence.
(n) Third Party Licence means a licence pursuant to which Public Data and Third Party Material is provided or made available to You via the PHN Exchange, including the following Creative Commons licences: Creative Commons BY 3.0 licence (terms accessible here: https://creativecommons.org/licenses/by/3.0/au/legalcode), Creative Commons Attribution 4.0 International licence (terms accessible here: https://creativecommons.org/licenses/by/4.0/legalcode) and Creative Commons Attribution NonCommercial ShareAlike 3.0 Australia licence (terms accessible here: https://creativecommons.org/licenses/by-nc-sa/3.0/au/legalcode).
(o) Third Party Material means documents, materials, data, information and otherwise, whether collected or collated into a dataset or not, in which the IPR is owned by a party other than You or Us and which is made available to You on the terms of the Third Party Licence.
(p) User means a natural person who has created an account with Us in order to access and to use the PHN Exchange.
(q) User ID means a name or acronym which You generate and which You use to access and to use the PHN Exchange.
(r) You means the individual who accesses and uses the PHN Exchange and uses the tools We make available via the Portal, and Your has its corresponding meaning.
(s) Your PHN means the PHN which administers the Catchment Area. Depending on Your location, Your PHN may be Us, or it may be a different Primary Health Network.
2 Access to and use of PHN Exchange
(a) To access and use PHN Exchange, You agree to create an account with Us by generating a User ID and a Password to use in combination and by providing to Us accurate and complete information on request.
(b) If You do not provide accurate and complete information, then We reserve the right to suspend Your access to PHN Exchange. You must promptly update and correct any information You have provided to Us which is incomplete or inaccurate.
(c) If You are creating an account on behalf of an organisation, then You represent and warrant to Us that You have the necessary authority to bind Your organisation to these Terms of Use and that these Terms of Use are enforceable against Your organisation.
3 Licence of PHN Exchange
(a) We grant to You a non-exclusive, non-transferable, fully paid up licence to access and to use PHN Exchange for Your own internal business only. The licence granted to You commences on the date You accept these Terms of Use and continues until terminated in accordance with these Terms of Use.
(b) You agree that all IPR in PHN Exchange throughout the world vest in and belong to Us, that the rights in PHN Exchange are licensed to You and nothing in these Terms of Use should be construed as conferring an assignment of such IPR from Us to You.
4 Licence of Data and Public Data
(a) You acknowledge and agree that PHN Exchange requires access to Data which You or Your organisation has authorised Your Local PHN to extract the Data using the Data Extraction Software and to provide the Data to Us.
(b) PHN Exchange relies on Your existing data sharing arrangement with Your PHN to operate. You grant to Us a licence on the same terms that You have provided to Your PHN to enable PHN Exchange to use and incorporate the Data or other material You provide to Us in the course of providing the functionality and features of PHN Exchange.
(c) You represent and warrant to Us, on Your own behalf and on behalf of Your organisation (if any), that the Data was collected, handled, processed and disclosed in accordance with all applicable Laws, including Laws applicable to the collection, use and disclosure of Personal Information.
(d) Without limiting the foregoing, You represent and warrant to Us, on Your own behalf and on behalf of Your organisation (if any), that the individuals to whom the Data pertains gave their consent to the disclosure of the Data to You or Your organisation.
(e) Via PHN Exchange, We make available certain Public Data and Third Party Materials to You and to Your organisation. We make the Public Data and Third Party Materials available to You under the applicable Third Party Licences which are directly between you and the owner of the IPR in the Public Data or Third Party materials. We encourage You to read and to understand the Third Party Licences before making use of the Public Data and Third Party Materials.
5 User ID, Password and Security:
(a) You acknowledge and agree that You are solely responsible for the security and safety of Your User ID and Password combination. You agree to take all necessary steps to protect Your User ID and Password from unauthorised access, use or disclosure by any person.
(b) Without limiting the foregoing, You agree to notify Us immediately when You become aware of any unauthorised or attempted unauthorised access to, use or disclosure of Your User ID or Password by any person and You agree to comply with any directions relating to security which We issue or which are issued on Our behalf from time to time.
(c) You also acknowledge and agree that We may take reasonable steps to monitor the use of Your account. We reserve the right to suspend Your access to Your account should We detect any suspicious activity occurring in relation to Your account until the suspicious activity is resolved.
6 Acknowledgment and Indemnity:
(a) You acknowledge and agree that the information (including Third Party Materials) provided or made available via or through PHN Exchange to You or to Your employer is of a general nature only and is not intended to be relied upon, nor to be a substitute for, specific professional advice or clinical decision-making.
(b) To the maximum extent permitted by law and subject to these Terms of Use (including but not limited to clause 14), We are not liable to You for and You agree to hold Us harmless, indemnify Us and keep Us indemnified from and against any liability, claims, damages or expenses of any kind arising directly or indirectly in connection with Your access to and use of PHN Exchange, including any loss and damage suffered as a result of Your reliance on any Data, Public Data or Third Party Material which You access or retrieve via PHN Exchange.
7 General Use – Permissions and Restrictions: We hereby grant to You permission to access and to use PHN Exchange and to access the Data (in de-identified and aggregated form), the Public Data and the Third Party Materials made available via PHN Exchange, provided that (subject to the provisions of any licence that applies to the Public Data or Third Party Materials):
(a) You agree not to distribute in any medium any part of PHN Exchange, the Data, the Public Data and the Third Party Materials without Our prior written consent, unless We expressly and directly make available to You the means for such distribution through functionality offered through PHN Exchange now or in the future;
(b) You agree not to alter or modify, or attempt to alter or modify, any part of PHN Exchange, the Data, the Public Data and the Third Party Materials;
(c) You agree not to access the Data, the Public Data or the Third Party Materials through any technology or means other than through the means that We provide or make available to You under these Terms of Use; (d) Without limiting the foregoing, You agree not to use or access PHN Exchange for any of the following commercial uses unless You first obtain Our prior written consent (which We may provide at Our absolute discretion, subject to any conditions which We choose to impose at Our absolute discretion):
(i) the sale of access to PHN Exchange;
(ii) the sale of advertising, sponsorships or promotions placed on or within PHN Exchange; or
(iii) the sale of advertising, sponsorships or promotions on any page of any third party website that may contain any content delivered via PHN Exchange.
(e) In Your use of PHN Exchange, and Your access to the Data, the Public Data or the Third Party Materials, You agree to comply with all applicable Laws.
(f) We reserve the right to suspend and/or discontinue any aspect of PHN Exchange at any time. While We agree to use all reasonable endeavours to notify You in advance of where We decide to discontinue any aspect of PHN Exchange, to the maximum extent permitted by law, We are not liable to You in the event We exercise Our right under these Terms of Use to suspend and/or discontinue any aspect of PHN Exchange.
8 Privacy:
(a) We take all reasonable steps to protect the privacy of Your Personal Information in accordance with Our statutory obligations under the Privacy Act 1988 (Cth) and other applicable Laws dealing with the protection of Personal Information. In particular, We will store all Data extracted from Your practice management system in a secure data warehouse located in Australia.
(b) In particular, We will comply with Our privacy policy, which You can review and access at the following link: Click Here
(c) Without limiting Our privacy policy, We will not use the Data extracted from Your practice management system by Your PHN for any commercial or financial gain. The Data is used for the purpose of maintaining PHN Exchange as a useful resource for You (subject at all times to Your acknowledgment that PHN Exchange is not a substitute for clinical decision making).
(d) All Data collected will be de-identified and aggregated and We will take all reasonable and necessary steps to ensure that individual patients and general practitioners will not be identifiable to any external party (including to Your PHN). We will never share the names of practices, providers or individuals with any third party without consent from Your practice.
(e) You acknowledge and agree, without limiting Our privacy policy or these Terms of Use, that if You do not provide Personal Information to Us when requested, You may be unable to access and use part or all of PHN Exchange and when You provide us with Personal Information on request, We may use such Personal Information to create a user profile for You. This user profile stores Your information, including Personal Information about You, and includes settings We generate in relation to Your access and use privileges for PHN Exchange.
(f) You acknowledge and agree that We may disclose Personal Information about You to Our subcontractors and suppliers for the purpose of facilitating Our provision of PHN Exchange.
(g) Generally, We may also from time to time use Your Personal Information and/or disclose Your Personal Information We have collected about You to third parties in accordance with Our privacy policy.
(h) In accordance with Our privacy policy, We will provide You with access to the Personal Information We hold about You and You will have the right to request that We correct errors in the Personal Information We hold about You in accordance with Our privacy policy and in accordance with the Privacy Act 1988 (Cth) and other applicable Laws.
9 Your Content and Conduct:
(a) You are solely responsible for Your own Data and the consequences of submitting the Data and any other content which You from time to time submit to Us (including via upload on PHN Exchange).
(b) You represent and warrant to Us on a continuous basis that You own or You have the necessary licences, rights, consents and permissions to submit the Data and your content (Content) and that Our reproduction, communication to the public and other exploitation of the Content (including the IPR in the Content) does not infringe the rights (including the IPR) of any third party.
(c) You grant to us a non-exclusive, worldwide, perpetual and irrevocable fully paid up licence of the Content (including the IPR in the Content) to enable Us to operate the PHN Exchange and to make PHN Exchange available to You, and to enable Us to complete Our obligations owed to You under these Terms of Use.
(d) You additionally agree that You will not submit to Us any Content that is and that You will not use PHN Exchange to transmit any material that is vulgar or obscene, discriminatory, sexist or racist, violent or graphic, contrary to applicable Laws in Australia, or libellous, tortious, defamatory or invasive of another person’s privacy.
(e) You acknowledge and agree that We may, at our absolute discretion, remove Content which in Our reasonable opinion breaches any of the restrictions set out above and that We are not liable to You for any loss or damage You may suffer or incur as a result of Our removal of such Content.
(f) You also acknowledge and agree that the fact that We may make available Your Content to other Users does not mean that We endorse such Content or the person submitting the Content.
(g) To the maximum extent permitted by law, You indemnify Us, keep Us indemnified and hold Us harmless from and against any claims made against Us by any third party with respect to the Content (or any part of the Content), including the publication or release of the Content, or any imputations set out or contained in the Content.
10 Communications: Unless You expressly inform Us otherwise (including by sending an email to Us unsubscribing from Our email list), You consent to Your receipt, from Us, of electronic messages (including email) attaching newsletters and/or updates of future developments relating to the Portal and to the Services that We offer or make available via the Portal.
11 Data Transmissions: You acknowledge and agree that the Internet is an inherently insecure medium, that no data transmission over the Internet can be guaranteed as being totally secure and that Your data (including the Content You upload or otherwise submit to Us) is stored on PHN Exchange at Your own risk. While We take all reasonable steps to protect and secure Your data transmissions to PHN Exchange once We receive the transmission, You agree that to the maximum extent permitted by law, We are not liable to You for any misuse of or unauthorised access to, use of or disclosure of Your data, unless such misuse of or unauthorised access to, use of or disclosure of Your data is as a direct result of any negligent, reckless or intentional act or omission by Us or by Our employees.
12 Warranties and Representations:
(a) We take all reasonable steps to ensure that PHN Exchange can be accessed at any time. However, notwithstanding the foregoing, You acknowledge and agree that PHN Exchange is made available to You on an “as is” and “as available” basis.
(b) To the maximum extent permitted by law, We make no representation or warranty, nor give any guarantee to You in relation to PHN Exchange, including (without limitation):
(i) as to the reliability, suitability or availability of PHN Exchange;
(ii) as to the accuracy, adequacy or completeness of the Public Data, Third Party Materials and any works or subject matter other than works which are accessible via PHN Exchange;
(iii) that access to PHN Exchange will be secure, uninterrupted or error-free;
(iv) that errors or defects with PHN Exchange will be able to be corrected; or
(v) that PHN Exchange will operate with any other hardware, software, system or data.
13 Liability:
(a) The liability of either party for a breach of these Terms of Use or for any other common law or statutory cause of action arising out of the operation of these Terms of Use will be determined under the relevant law that is recognised, and would be applied by, the High Court of Australia.
(b) To the fullest extent permitted by law, in no event shall We, Our directors, officers, employees or agents, be liable to You for any direct, indirect, incidental, special or consequential loss or damage arising from any:
(i) errors, mistakes or inaccuracies in PHN Exchange, the Public Data, the Third Party Materials or any works or subject matter other than works accessible via PHN Exchange;
(ii) personal injury or property damage (of any nature whatsoever) arising or resulting from Your access to and use of PHN Exchange;
(iii) any unauthorised access to or use of Our storage system, except where such unauthorised access to or use of Our storage system is as a result of some negligent, reckless or wilful act or omission by Us;
(iv) any interruption or cessation of transmission to or from PHN Exchange;
(v) any bugs, viruses and/or other malicious code which may be transmitted to or through PHN Exchange by any third party (except where such transmission is facilitated by some negligent, reckless or wilful act or omission by Us); and/or
(vi) any errors or omissions in PHN Exchange or for any loss or damage of any kind incurred as a result of Your use of PHN Exchange, whether based on warranty, contract, tort or any other legal theory.
(c) To the extent that We cannot lawfully exclude Our warranty to You under these Terms of Use, then to the extent permitted by law, We limit Our liability to You to the cost of resupplying the products and/or services to You as contemplated under these Terms of Use.
14 Notices: Without limiting the methods by which a notice or other communication may be given at law, a notice or other communication is properly given or served if it is transmitted by electronic mail or other electronic means to Your electronic mail address. You agree to promptly notify Us of any change in Your electronic mail address.
15 Entire Agreement: These Terms of Use constitute the entire agreement with respect to Your access to and use of the Portal, access to and use of the tools We make available via the Portal and Your right to upload, submit, access and use the Content. These Terms of Use supersede all prior representations, agreements, statements and understandings (whether verbal or in writing) in relation to the subject matter of these Terms of Use.
16 Applicable Law: These Terms of Use are subject to the laws in force in the State of Victoria and You and We both agree to submit to the exclusive jurisdiction of the courts of the State of Victoria with respect to any disputes arising out of or in connection with these Terms of Use.
17 Variation: We may vary these Terms of Use at any time by giving You notice of the variation. Such notice may be given (and You are deemed to have been given notice) by posting a notice of the variation to these Terms of Use reasonably prominently on PHN Exchange. We will use all reasonable endeavours to notify You of any variations to these Terms of Use at least 14 days in advance of the variation taking effect. Such notification will take the form of an email sent to the email address You provide to Us (as updated or replaced from time to time by You), by posting a reasonably prominent link to the varied terms on Our website and/or by posting a reasonably prominent notice in any app We release to support PHN Exchange.
18 Waiver: A waiver by either party of a breach of these Terms of Use will not be regarded as a waiver of any other breach. A party’s failure to enforce a provision of these Terms of Use will not be interpreted as a waiver.
19 Severability: Each provision of these Terms of Use shall be read as separate and separable so that if any provision is void or unenforceable for any reason, that provision will be severed and the remainder will be construed as if the severed provision had never existed.
20 Assignment: We may assign any rights under these Terms of Use to a third party without Your prior written consent. You acknowledge and agree that the rights conferred on You under these Terms of Use are personal to You and cannot be assigned or novated to another party except with Our prior written consent.
21 Further acts: Each party must, without further consideration, sign, execute and deliver any document and perform any other act that is necessary or desirable to give full effect to these Terms of Use.
22 Party preparing document not to be disadvantaged: No rule of contract interpretation must be applied in the interpretation of these Terms of Use to the disadvantage of one party on the basis that it prepared or put forward these Terms of Use or any document comprising these Terms of Use.
23 Termination and Survival:
(a) These Terms of Use (except for those clauses which are expressly stated as surviving the termination or expiry of these Terms of Use) expire on the earliest of the following: the cessation of Our provision of PHN Exchange and Our termination of Your access rights to PHN Exchange (for any of the reasons contemplated in these Terms of Use), Your termination of these Terms of Use in accordance with clause 5. (b) Clauses 9 (Privacy), 10 (Indemnity), 12 (Communications), 13 (Data Transmission), 14 (Warranties and Representations) and 15 (Liability) survive the termination or expiry of these Terms of Use.
24 Interpretation: In these Terms of Use, unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) words importing one gender include other genders;
(c) a reference to a document or instrument (including these Terms of use) includes that document or instrument as novated, altered or replaced from time to time;
(d) a reference to an individual or person includes a partnership, body corporate, government authority or agency and vice versa;
(e) a reference to a party includes that party’s executors, administrators, successors, substitutes and permitted assigns;
(f) other grammatical forms of defined words or expressions have corresponding meanings;
(g) a covenant, undertaking, representation, warranty, indemnity or agreement made or given by two or more parties or a party comprised of two or more persons is made or given and binds those parties or persons jointly and severally;
(h) a reference to a statute, code or other law includes regulations and other instruments made under it and includes consolidations, amendments, reenactments or replacements of any of them;
(i) all monetary amounts are in Australian dollars;
(j) a party that is a trustee is bound both personally and in its capacity as trustee; and
(k) a reference to an authority, institution, association or body (“original entity”) that ceased to exist, been reconstituted, renamed or replaced or whose powers or functions have been transferred to another entity, is a reference to the entity that most closely serves the purposes or objects of the original entity.
PIP QI DATA SHARING ADDENDUM TO THE PHN EXCHANGE AND DATA SHARING TERMS OF USE
This is an addendum for General Practices who participate in the Practice Incentives Program Quality Improvement Incentive (PIP QI Incentive).
In consideration for Your cooperation and provision of the PIP QI Data Set for Your practice, Your PHN will provide feedback pursuant to the PIP QI Guidelines and PIP QI Incentive – Quality Improvement Measures. The parties agree that the provisions of the Addendum take precedence over the Terms of Use. The parties agree to act in accordance with the terms and conditions of the Addendum in relation to the data sharing for the creation and submission of the PIP QI Data Set.
By using this website you are deemed to have reviewed and agreed to the Addendum.
1 Definitions
In this Addendum, unless specified otherwise below:
(a) Addendum means this PIP QI Data Sharing addendum to the Terms of Use.
(b) PIP QI Data Set means the PIP Eligible Data Set Data described in the PIP QI Framework.
(c) PIP QI Framework means the PIP Eligible Data Set Governance Framework.
(d) PIP QI Guidelines means the PIP QI Guidelines.
(e) PIP QI Improvement Measures means the PIP QI Incentive – Quality Improvement Measures.
(f) PIP QI Incentive means the Practice Incentives Program Quality Improvement Incentive.
(g) Privacy Laws means the Privacy Act 1988 (Cth), and all other Commonwealth, state and territory laws, regulations and codes, including the any orders, directions, directives or other instruments made or issued under any of them, relating to the handling of personal information or health records, or data protection.
(h) Terms of Use means the PHN Exchange and Data Sharing Terms of Use.
The terms defined in section 1 of the Terms of Use have their same meaning in the Addendum.
2 Your obligations regarding PIP QI Incentive
(a) You must comply with the PIP QI Framework and PIP QI Guidelines on and from your acceptance of the Addendum.
(b) You agree that You will take reasonable steps to ensure that the PIP QI Data Set collected and stored in Your clinical information system is and remains accurate and complete.
(c) Without limiting clause 8 of the Terms of Use, You must comply with all applicable Laws in relation to the collection, storage, access, use or disclosure of the PIP QI Data Set (including, where applicable, Privacy Laws) under the Addendum.
(d) Without limiting clause 4(d) or 9(b) of the Terms of Use, You are required to obtain any patient consents required in order for You to fulfil Your obligations under the Addendum and comply with any applicable Laws.
(e) You must submit the PIP QI Data Set for the preceding three months to Us before 15 January, 15 April, 15 July and 15 October on and from your acceptance of this Addendum.
(f) You will ensure your IT system is compatible with the minimum requirements for compatibility with the Data Extraction Software and up to date with security and other updates and/or patches issued by Your clinical information system provider.
(g) You agree to work in collaboration with Us to undertake continuous quality improvement activities as required by the PIP QI Guidelines.
3 Your PHN Obligations Regarding The PIP QI Incentive
(a) Your PHN is responsible for de-identification of data and for the creation of the PIP QI Data Set, including providing the data extraction software and training to use the data extraction software.
(b) Your PHN will provide you with feedback based on the PIP QI Data Set received to assist you to undertake continuous quality improvement that addresses the PIP QI improvement measures and/or meets the needs of your practice population.
(c) Your PHN will comply with the PIP QI Framework and PIP QI Guidelines on and from your acceptance of the addendum.
(d) Your PHN will not seek to re-identify any data provided under the addendum as part of the PIP QI Data Set.
(e) Your PHN must establish and maintain safeguards and appropriate operational and technological processes and procedures against the misuse, damage, destruction, loss, alteration or disclosure of PIP QI Data Set in our possession or control pursuant to the addendum that comply with all laws, the PIP QI Framework and the PIP QI Guidelines.
(f) without limiting clause 8 of the terms of use, Your PHN is responsible for ensuring that any personal information is handled in accordance with the Privacy Act 1988 (Cth) (including the Australian Privacy Principles in Schedule 1 of that Act), and all other applicable privacy laws.
(g) Your PHN will securely store the PIP QI Data Set it receives from you under the addendum, in accordance with:
(i) the addendum;
(ii) the PIP QI Framework and PIP QI Guidelines;
(iii) any practice guides issued by the Australian Digital Health Agency in relation to requirements for the storage of health data in Australia; and
(iv) the Privacy Act 1988 (Cth), Australian Privacy Principle 11, and any guides issued by the Australian Information Commissioner.
4 Ownership of Data
(a) All right, title and interest (including all IPR) in and to the PIP QI Data Set vests in Us on its creation, and You agree to assign all of Your existing and future right, title and interest (including all IPR) in and to the PIP QI Data Set to Us.
(b) To the extent required for the purposes of exercising rights or obligations under the Addendum, or to participate in the PIP QI Incentive (including to undertake continuous quality improvement activities), We grant You a revocable, royalty free, non-exclusive
licence (including the right to sublicense) to use the PIP QI Data Set for any non-commercial purpose subject to the terms and conditions specified in the PIP QI Framework.
(c) You will retain all right, title and interest (including all IPR) in and to the data which is not PIP QI Data within Your clinical information system.
(d) To the extent required to fulfil Your obligations under the Addendum, You must grant Us an irrevocable, permanent, royalty free, non-exclusive licence (including the right to sublicense to an authorised third party) for the term of the Addendum to use, reproduce, adapt, modify and communicate the data within Your clinical information system for the purposes of creating the PIP QI Data Set. For clarity, the PIP QI Data Set will not contain any identified patient data found within Your clinical information system.
(e) Your PHN will not dispose of, purport to sell, let for hire, assign rights in, or otherwise dispose of, any data licensed under this clause held by Us, or to which we have access under the Addendum.
5 Use of Data
(a) Where Your PHN provides the Data Extraction Software pursuant to the Terms of Use, The access to and use of the PIP QI Data Set stored in Your clinical information system in accordance with the Addendum will not infringe any Laws or the IPRs of any person.
(b) Both parties acknowledge that, consistently with the PIP QI Framework, the PIP QI Data Set will, amongst other things:
(i) be used for your PHNs purposes;
(ii) be provided to the National Data Custodian as determined by the PIP QI Framework; and
(iii) not be used for any commercial purpose.
(c) In creating the PIP QI Data Set, You must comply with all applicable Laws, the PIP QI Framework and the Addendum in relation to the collection, access, use or disclosure of the data stored in Your clinical information system.
6 Practice warranties relating to the PIP QI Data Set
(a) You warrant that, in the creation of the PIP QI Data Set, You have complied with all applicable Laws, the PIP QI Framework and the Addendum in relation to the collection, access, use or disclosure of the data stored in Your clinical information system.
(b) You warrant that your PHN access to and use of the PIP QI Data Set stored in Your clinical information system in accordance with the Addendum will not infringe any Laws or the IPRs of any person.
7 Confidential Information
(a) Disclosing Party means a party who discloses or makes available Confidential Information to the Receiving Party.
(b) Receiving Party means a party to Addendum who obtains Confidential Information of the other party to the Addendum.
(c) Confidential Information of a Disclosing Party means:
(i) information disclosed under the Addendum, in particular in relation to PIP QI Incentive;
(ii) information that is by its nature confidential; or
(iii) information the Receiving Party knows, or ought to know, is confidential;
but excludes information that:
(iv) is disclosed under the Terms of Use;
(v) is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party;
(vi) has been independently developed or acquired by the Received Party; or
(vii) is public knowledge (otherwise than as a result of a breach of the Addendum or by another unlawful means).
(d) A Receiving Party:
(i) may use Confidential Information of the Disclosing Party only for the purposes of the Addendum and for the participation of the PIP QI Incentive; and
(ii) must keep confidential all Confidential Information of the Disclosing Party except:
(a) to the extent required to enjoy the benefit of a licence granted under the Addendum, including clause 4; (b) for disclosures permitted under this clause 6; and
(c) to the extent (if any) the Receiving Party is required or permitted to disclose any Confidential Information by Law.
(e) A Receiving Party may disclose Confidential Information of the Disclosing Party to persons who:
(i) have a need to know for the purposes of the Addendum (and only to the extent that each has a need to know); and
(ii) before disclosure have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party.
(f) A Receiving Party must:
(i) ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 7(e)(i) complies with its direction given in accordance with clause 7(e)(ii); and
(ii) notify the Disclosing Party of, and take all steps to prevent or stop, any suspected or actual breach of a direction given in accordance with clause 7(e)(ii).