COVER LETTER

 

STATE OF MAINE

DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION

BUREAU OF INSURANCE

IN RE: APPLICATION OF ASSOCIATED )

HOSPITAL SERVICE OF MAINE, )

d/b/a BLUE CROSS AND BLUE )

SHIELD OF MAINE, TO CONVERT )

TO A STOCK INSURER AND )

VOLUNTARILY LIQUIDATE AND )

DISSOLVE )

IN RE: APPLICATION OF ANTHEM )

HEALTH PLAN OF MAINE, INC., ) CONFIDENTIALITY

TO ACQUIRE TO ACQUIRE THE ASSETS ) AGREEMENT AND

OF ASSOCIATED HOSPITAL SERVICE ) CONSENT TO

OF MAINE, d/b/a BLUE CROSS AND ) JURISDICTION

BLUE SHIELD OF MAINE, )

AND RELATED TRANSACTIONS )

Docket No. INS 99-14

CONFIDENTIALITY AGREEMENT made this ____ day of _____________, 1999 (the "Agreement"), for the benefit of Applicants (1) Anthem Insurance Companies, Inc., on behalf of its subsidiary to be formed, Anthem Health Plans of Maine, Inc., and (2) Associated Hospital Service of Maine, d/b/a Blue Cross and Blue Shield of Maine, (together, the "Applicants" or the "Disclosing Parties") in the Bureau of Insurance Proceeding captioned In Re: (the "Proceeding"), by _________________(the "Authorized Person").

W I T N E S S E T H:

WHEREAS, the Disclosing Parties have filed various documents with the Bureau of Insurance in connection with this Proceeding; and

WHEREAS, certain of those documents have been accepted as Confidential Information by the Superintendent pursuant to a Protective Order issued in this Proceeding on ___, 1999 ("the Protective Order"), a copy of which order is attached hereto; and

WHEREAS, additional documents and/or oral testimony may be accepted as Confidential Information by the Superintendent later in this Proceeding; and

WHEREAS, the Authorized Person executing this Agreement is an Authorized Person as defined in section 5(v)-(vi) of the Protective Order; and

WHEREAS, the Disclosing Parties are willing to disclose the Confidential Information to the Authorized Person solely for purposes of this Proceeding and no other, provided that the Authorized Person agrees to receive and use the Confidential Information under the constraints imposed by the Protective Order and this Agreement;

NOW, THEREFORE, in consideration of receiving the Confidential Information, including such Confidential Information as may be provided at a later stage in this Proceeding, the Authorized Person hereby agrees as follows:

1. Maintenance of Confidentiality. The Authorized Person shall hold and maintain strict confidentiality of all Confidential Information; shall not disclose or allow to be disclosed any Confidential Information to any person, firm, entity, or governmental authority or agency that is not an Authorized Person as defined in the Protective Order; and shall not use any Confidential Information for any purpose other than participation in this Proceeding. In particular but not in limitation of the foregoing, the Authorized Person shall not disclose such information to any firm (including any person employed by, affiliated with or retained by such firm) engaged in, selling or applying to engage in or sell insurance. The Authorized Person shall maintain all necessary and appropriate safeguards and operating procedures to comply with his or her obligations hereunder.
2. Return of Information. Upon the conclusion of this Proceeding, including all appeals, the Authorized Person, other than those persons described in subsections (5)(a)(i)-(iii) of the Protective Order, shall promptly, and in any event within twenty-one days after the Disclosing Parties' request, return to the Disclosing Parties all Confidential Information in any form, including all copies thereof and notes relating thereto made by any person who received such Confidential Information, will erase any Confidential Information recorded in any other medium, and will provide to the Disclosing Parties a certification under oath that the foregoing requirements have been complied with in full. Notwithstanding such steps, the Authorized Person will continue to be bound by this Agreement and the related Protective Order after the conclusion of this Proceeding.
3. Damages. It is agreed that monetary damages for any breach of this Agreement are inadequate and that without prejudice to the other rights and remedies otherwise available to it, the Disclosing Parties or any successor to any of their businesses shall be entitled to temporary or injunctive relief for any breach or threatened breach of any of the provisions of this Agreement.
4. No License to Use. This Agreement does not constitute a license to use Confidential Information except as expressly provided herein and no such license shall arise from this Agreement.
5. Not Exclusive. Nothing contained herein shall prevent the Disclosing Parties from at any time disclosing the Confidential Information to others or negotiating with others for any purpose.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maine, without reference to principles of choice of law.
7. Successors and Assigns; Headings. All of the terms and provisions shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, representatives and assigns. The headings used in this Agreement are for the convenience of the parties only and shall not in any way define, limit or describe the scope or intent of any provisions of this Agreement.
8. Waivers. The Disclosing Parties may waive compliance of the Authorized Person with any of the provisions of this Agreement. A waiver of a provision in one circumstance shall not be construed as a waiver of such provision in any other circumstance or a waiver of any other provision. Any waiver must be in writing and signed by the Disclosing Parties to be effective.
9. Complete Agreement. This Agreement expresses the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement with respect thereto.

IN WITNESS WHEREOF, the Authorized Person has executed and delivered this Confidential Agreement as an instrument under seal, effective as of the date first above written, regardless of the actual date of execution and delivery.

DISCLOSING PARTIES

AHTHEM INSURANCE COMPANIES, INC.

Date: __________________

By:_________________________________

Its:_________________________________

ASSOCIATED HOSPITAL SERVICE OF MAINE

Date: __________________

By:_________________________________

Its:_________________________________

AUTHORIZED PERSON

Date: __________________

By:_________________________________

Its:_________________________________

STATE OF ______________

COUNTY OF ____________

Then personally appeared before me this______ day of _________, 199_ the above-named Authorized Person and made oath to the truth of the foregoing.

____________________________

Notary Public

DISCLOSURE STATEMENT

to

CONFIDENTIALITY AGREEMENT

In Re:

Docket No. INS 99-14

[To be completed by consultants of Intervenors or of their counsel.
Counsel of record for these parties need not complete this Disclosure Statement.]

Name: ________________________________________

Intervenor: ____________________________________

Capacity: ______________________________________

I am working in the capacity identified for or with the above-named Intervenor or its counsel. Listed below are any employment or other affiliations that may create a conflict of interest or perception of conflict for me or members of my immediate family relating to this proceeding:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Date:_______________________________________________________

Signature

[COPY OF PROTECTIVE ORDER TO BE ATTACHED
TO EXECUTED CONFIDENTIALITY AGREEMENT]

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