Gag clause (red flag)

Employer shall not use or disclose such Business Confidential Information, including this Agreement, to any third party without prior written consent of Claim Administrator.

Recorded reference: Page 7

Published rationale. Section 3.4 on page 7 forbids the Employer from disclosing Business Confidential Information, expressly including the agreement itself, to any third party without the Claim Administrator's written consent, and requires advance notice of any legally required disclosure to a Covered Person, representative or governmental entity so the Claim Administrator can object and impose confidentiality protections. Section 7.3 on page 15 defines Business Confidential Information to include cost or pricing information such as provider discounts and rates and contracts. Section 3.3 on page 6 extends the restriction to the Employer's consultants, Section 2.10 on page 6 binds auditors, Exhibit 7 Section 6(c) on page 44 puts the MAC list behind a non disclosure agreement, and Section 4.11 on page 11 makes arbitration results confidential. The public records language only lets the vendor try to block a release, which under the rubric does not cure a gag clause. Nothing restricts pharmacies from discussing cheaper options, but the plan side restriction is enough for bad.

Employer shall not use or disclose such Business Confidential Information, including this Agreement, to any third party without prior written consent of Claim Administrator.

Recorded reference: Page 7

Published rationale. On Pages 6 and 7, Section 3.4 designates the agreement itself and all cost and pricing information as Business Confidential Information, barring disclosure to third parties without prior written consent. If required by law to disclose records, the Employer must give advance notice so the administrator can seek protective measures. On Pages 10 and 11, Section 4.11 mandates confidential arbitration. These pervasive confidentiality restrictions impede sharing pricing and performance data with advisors, auditors, members, lawmakers, or the public.

Employer shall not use or disclose such Business Confidential Information, including this Agreement, to any third party without prior written consent of Claim Administrator.

Recorded reference: Page 7

Published rationale. Page 7 expressly treats the agreement as business confidential information and requires administrator consent for third-party disclosure. It also requires notice if the city believes law requires disclosure, allowing objection and protective measures, and binds recipients against further disclosure. Page 15 defines confidential information to include cost or pricing information, provider discounts and rates, data and contracts. Pages 5 and 6 place audit agents under nondisclosure and a separate audit agreement, while page 44 conditions MAC viewing on Prime's nondisclosure agreement. The legal-release notice does not erase the direct sharing restriction. This meets the rubric's red flag definition even without proof of a separate pharmacy-to-patient gag clause.

Employer shall not use or disclose such Business Confidential Information, including this Agreement, to any third party without prior written consent of Claim Administrator.

Recorded reference: Page 7

Published rationale. Confidentiality in this draft restricts the Employer from sharing pricing and the agreement itself. Page 7 says the Employer shall not use or disclose business confidential information, including this agreement, to any third party without prior written consent of Claim Administrator. If the Employer believes law requires disclosure to any person, including a covered person or a governmental entity, it must give notice so Claim Administrator can object and seek confidentiality protections. That is an opportunity to resist a public records release, not a clean unconditional carve out. Page 15 defines business confidential information to include cost and pricing information, including provider discounts and rates, and derivatives of that information. Page 6 requires auditors and vendors not to disclose proprietary information, and Page 44 conditions MAC viewing on Prime's non-disclosure agreement. I did not find a clause that stops a pharmacy from telling a patient about a cheaper option. The pricing and agreement restriction is enough. The model contract requires that nothing stop the plan from sharing pricing, rebate, or performance data with advisors, auditors, members, the public, or lawmakers. A vendor objection right does not make this partial or good. The verdict is bad.

Employer shall not use or disclose such Business Confidential Information, including this Agreement, to any third party without prior written consent of Claim Administrator

Recorded reference: Page 7

Published rationale. Section 3.4 on page 7 treats the entire agreement, including its cost and pricing information as defined on page 15, as Business Confidential Information the Employer may not disclose to any third party without the Claim Administrator's prior written consent, and it requires the Employer to give advance notice of any legally compelled disclosure so the vendor can object and seek protections. Per the briefing, a carve out that merely lets the vendor try to block a public records release does not cure the clause, and for a Texas municipality subject to public records law this is exactly that situation. The footer on every page brands the document proprietary and confidential. Audit confidentiality agreements on page 6 and vendor data gating in section 3.3 extend the same secrecy to the Employer's own advisors. This is a gag on pricing and performance information, which is the red flag the rubric measures.