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other's processes and practices. Almost all the reviewed contracts contained provisions to maintain the confidentiality of proprietary information, with legal recourse in the event of the breach.

Two contract provisions are particularly noteworthy because they illustrate the overlap of some review organizations and purchasers in terms of their knowledge of utilization control procedures. For example, a health insurer that provides review services for some insured groups but contracts services out for others may be concerned that its subcontractor will try to solicit the health insurer's clients. One contract provides in part:

[the review organization] shall use its best efforts to avoid soliciting the sale of its services to then current [clients] of [the health insurer] except in any cases where a [client] elects not to obtain from [the health insurer] such services. In the event [the review organization] inadvertently solicits any party prior to having actual knowledge that such party is then a current [client] of [the health insurer], [the review organization] agrees to terminate such solicitation promptly upon its gaining such knowledge.

The potential clash of interests may run in the opposite direction. For example, another contract, recognizing that a purchaser of review services can gain information to enable it to enter the utilization management business, contains the following limitation:

[the purchaser] covenants and agrees that for the full term of this Agreement, including any extensions thereof, neither it nor any of its subsidiaries or affiliates will compete with [the review organization], either directly or indirectly, by performing or rendering the same or similar services within the United States of America, as rendered or performed by [the review organization] pursuant to this agreement.



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