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					                                          DATA USE AGREEMENT

      This Data Use Agreement (the “Agreement”) is made and entered into as of this ____ day of
____________, 200__ (the “Effective Date”) by and between the Massachusetts Health Data Consortium
(“MHDC”) and ______________________ (“Data Recipient”).


       WHEREAS, MHDC may disclose or make available to Data Recipient, and Data Recipient may use or
disclose, certain patient and health care provider health information files as specified in Section I.C herein
(“Restricted Data”) in conjunction with research to be conducted by Data Recipient; and

        WHEREAS, MHDC and Data Recipient are committed to compliance with statutes and regulations set
forth by the federal government and Commonwealth of Massachusetts regarding privacy and confidentiality of
Restricted Data; and

       WHEREAS, the purpose of this Agreement is to ensure the integrity and confidentiality of Restricted
Data as used and maintained by Data Recipient.

       NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


        A.     This Agreement sets forth the terms and conditions pursuant to which MHDC will disclose
Restricted Data to the Data Recipient.

        B.      Data Recipient represents and warrants that Restricted Data will be used solely for the purpose(s)
set forth in Schedule I.B to the Agreement, attached hereto and incorporated herein.

       C.      The term “Restricted Data” is defined to include the MHDC data file(s) and data element(s) that
will be released to Data Recipient pursuant to this Agreement as specified in Schedule I.C to the Agreement,
attached hereto and incorporated herein. Data Recipient acknowledges that the Restricted Data received from
MHDC excludes the individual identifiers listed in Exhibit A to the Agreement, attached hereto and
incorporated herein.


       A.      Data Recipient shall use or disclose Restricted Data only for purposes stated in this Agreement
except as otherwise required by applicable state or federal law.

       B.      Data Recipient agrees to use appropriate safeguards to prevent use or disclosure of Restricted
Data other than as provided for by this Agreement.

         C.     Data Recipient agrees to provide written notice to MHDC of any use or disclosure of Restricted
Data not provided for by this Agreement of which Data Recipient becomes aware within five (5) business days
of its discovery.

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        D.     Data Recipient agrees to ensure that any agent, including a subcontractor to whom it provides
Restricted Data, agrees to the same restrictions and conditions that apply through this Agreement to the Data
Recipient with respect to such Restricted Data.

        E.     Data Recipient agrees not to identify for any person or entity or to contact any individuals or
entities whose health or provider information may be represented in Restricted Data.

        F.     Access to Restricted Data will be limited solely to Data Recipient who is signatory to this
Agreement, with the exception that Data Recipient may disclose Restricted Data to the agents or subcontractors
listed below, attached hereto and incorporated herein, with which Data Recipient may collaborate on research
for which Restricted Data are being sought and from which Data Recipient will obtain written consent to abide
by the terms of this Agreement before Restricted Data are disclosed. Data Recipient must obtain written
consent from MHDC before disclosing Restricted Data to any other person or entity not listed below. Data
Recipient agrees that, within its organization and within any approved agent or subcontractor organization,
access to Restricted Data will be limited to individuals on a need-to-know basis. Data Recipient will not
otherwise disclose, release, reveal, show, sell, rent, lease, loan or otherwise grant access to Restricted Data to
any person or entity.

        G.      Data Recipient will use Restricted Data only to generate statistical information that does not
permit the identification of any individual person, family or household. Data Recipient will also exclude
identification of an employer when such identification may compromise the confidentiality of an individual,
family or household.

         H.    Data Recipient will make no attempt to use Restricted Data to identify any individual person,
family, or household. If Data Recipient inadvertently identifies an individual person, family or household, or
employer when employer identification was not intended to be shared, or inadvertently discovers a technique
for doing so, Data Recipient will immediately report the identification or discovery both by telephone and in
writing to MHDC and to any Institutional Review Board involved in the particular study, but will not reveal it
to any other person or entity. Data Recipient also agrees to mitigate, to the extent feasible, any harmful effect
that is known to Data Recipient as a result of such inadvertent identification.

       I.       Data Recipient will make no attempt to re-sell Restricted Data or to link Restricted Data with any
other dataset, unless Data Recipient first describes such activity in Schedule I.B and provided that such activity
would not allow the re-identification of the Restricted Data at any time.

        J.      The parties agree that the individual, or class of individuals, identified below is designated
Custodian of Restricted Data on behalf of Data Recipient and will be personally responsible for the observance
of all conditions of use and for establishment and maintenance of physical safeguards, as required by applicable
state or federal laws, to prevent unauthorized access, disclosure or use. Data Recipient will notify MHDC in
writing within five (5) business days of any change of custodianship.

       K.      Data Recipient agrees to cooperate with MHDC in MHDC’s conduct of case studies and
descriptions of data use by Data Recipient in both published and unpublished analyses when this request is
agreeable to both parties.

        L.     Upon receipt by Data Recipient of a subpoena or other legal process that seeks disclosure of
Restricted Data, Data Recipient shall immediately provide written notice to MHDC so that MHDC may have
the option to seek a protective order, on MHDC’s own behalf, with respect to such Restricted Data. Data

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Recipient will fully cooperate with any attempt by MHDC to seek such a protective order, including but not
limited to withholding from production any data before MHDC has had an opportunity to obtain such an order
or to seek review of the denial of such an order or the issuance of an order that MHDC deems insufficiently


         A.     The term of this Agreement will begin on the Effective Date and will continue for as long as
                Data Recipient has Restricted Data.

         B.     Upon material breach or violation of the Agreement by Data Recipient, if Data Recipient does
                not cure such breach or violation within twenty (20) business days of notice thereof from
                MHDC, then MHDC may terminate the Agreement and request that Data Recipient destroy or
                return all Restricted Data provided by MHDC to Data Recipient and by Data Recipient to its
                agents or subcontractors. If requested by MHDC upon termination under this Section III.B, Data
                Recipient will ensure that all originals and copies of Restricted Data, on all media and as held by
                either Data Recipient or its agents or subcontractors, will be either returned to MHDC or
                destroyed within twenty (20) business days of termination of this Agreement and will certify on
                oath in writing to such return or destruction within such twenty (20) business days. In addition,
                in the event of a breach or violation, regardless of whether the breach or violation results in
                termination, MHDC may, in its sole discretion, take one or more of the following actions:

                1.     Prohibit Data Recipient from obtaining future access to MHDC data files and data

                2.     Report the breach or violation to the Institutional Review Board involved, if any, with
                       Data Recipient’s research for which Restricted Data was obtained;

                3.     Use any and all remedies as may be available to it under law, including seeking
                       injunctive relief, to prevent unauthorized use or disclosure of Restricted Data by Data
                       Recipient; and/or

                4.     Require Data Recipient to submit a corrective action plan with steps designed to prevent
                       any future unauthorized disclosures or uses.


        A.       Data Recipient will indemnify, defend and hold harmless MHDC and any of MHDC’s affiliates,
and their respective trustees, officers, directors, employees and agents, from and against any claim, cause of
action, liability, damage, cost or expense, including, without limitation, reasonable attorney’s fees and court
costs, arising out of or in connection with any unauthorized or prohibited use or disclosure of Restricted Data or
any other breach of this Agreement by Data Recipient or any subcontractor, agent or person under Data
Recipient’s control.

        B.     Data Recipient agrees to cite MHDC as a data source for all studies and other applications that
use or rely on Restricted Data.

    C.     The parties agree to amend this Agreement from time to time, as MHDC deems necessary for
MHDC to comply with all applicable federal and state requirements regarding privacy and confidentiality of

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Restricted Data.

       D.      Any ambiguity in this Agreement shall be resolved to permit MHDC to comply with all
applicable federal and state requirements regarding privacy and confidentiality of Restricted Data.

        E.     There are no intended third party beneficiaries to this Agreement. Without in any way limiting
the foregoing, it is the parties’ specific intent that nothing contained in this Agreement gives rise to any right or
cause of action, contractual or otherwise, in, by or on behalf of the individuals or entities whose information is
used or disclosed pursuant to this Agreement.

        F.     The waiver by either of the parties of a breach or violation of any provision of this Agreement
shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision
hereof and shall not affect the right of either party to require performance at a later time. No party may rely on
the waiver of a provision of this Agreement unless the party obtains written consent signed by the waiving

     G.    This Agreement shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts, without giving effect to the conflict of laws provisions thereof.

        H.     Any notice required or permitted by this Agreement shall be in writing and shall be deemed
given at the time it is deposited in the United States Mail, postage prepaid, by certified or registered mail with
return receipt requested, or at the time it is deposited with an overnight courier, addressed to the CEO of
Massachusetts Health Data Consortium, Inc. and/or to the Data Custodian if an individual is named, otherwise
to the Data Recipient (see addresses below).

       I.     Neither party may assign this Agreement without the prior written consent of the other party.
This Agreement will be binding upon and will be for the benefit of the parties hereto and their respective
successors and assigns.

        IN WITNESS WHEREOF, the parties have executed this Agreement effective upon the Effective Date
set forth above.

MASSACHUSETTS HEALTH                                  [DATA RECIPIENT]
DATA CONSORTIUM                                       Company: ____________________

Signature:                                           Signature: __________________ ___
Name:                                                Name:
Title:                                               Title:
Date:                                                Date:
Address: 460 Totten Pond Road                        Address: ______________________
         Suite 385                                           ________________________
         Waltham, MA 02451                                   ________________________
         Attn: Executive Director                    Attn: _________________________
Email: ________________________                      Email: ________________________
Phone: 781-890-6040                                  Phone: _______________________
FAX: 781-768-2510                                    FAX: _______________________

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Custodian, as named below hereby acknowledges his/her appointment as Custodian of Restricted Data on
behalf of Data Recipient and agrees personally and in a representative capacity to comply with all of the
provisions of this Agreement on behalf of Data Recipient. Choose from the three options below:

1) ___Y ___N      The Data Recipient is also the Data Custodian.

2) Individual Custodian:                           OR      3) Class of Individuals:

Signature:                                         Company: _____________________
Name: _                 ______                     Position: ______________________
Title:                                             Address:______________________
Company: _____________________                            _______________________

Date:                                                      _______________________
Address: _______________________
Attn: ________________________
Email: ________________________
Phone: ________________________
Fax: ________________________

To be completed by Data Recipient, if the Custodian is an agent/subcontractor:

Agent/Subcontractor: ____________________________________________________

Contact Person:       ______________________________________________________

Address:        _______________________            Telephone:      __________________

                _______________________            Facsimile:      __________________

                _______________________            Email: ________________________

Agent/Subcontractor: ____________________________________________________

Contact Person:       ______________________________________________________

Address:        _______________________            Telephone:      __________________

                _______________________            Facsimile:      __________________

                _______________________            Email: ________________________

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                                                  Schedule I.B

                         Purposes for which Data Recipient will use Restricted Data

This section must be completed. Include a general statement describing your organization and how your
organization or clients will use these data. Please specifically indicate whether Data Recipient will be re-selling
the Restricted Data and/or linking the Restricted Data with other datasets. Neither activity may allow for the re-
identification of any patients in the Restricted Data.

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                                              Schedule I.C

                   MHDC Data File(s) and Data Element(s) Included as “Restricted Data”

This section will be completed by MHDC and should be reviewed by Data Recipient.

____     Inpatient Database                for Fiscal Year(s) _____________________

____     Outpatient Observation Database   for Fiscal Year(s) _____________________

____     Emergency Department Database     for Fiscal Year(s) _____________________

NOTE: Data provided to the Recipient may include all of the elements below or an extract as agreed upon by
MHDC and client.


Provider Control ID
Discharge ID
Hospital ID
Principal Payer Type
Do Not Resuscitate (DNR)
Admit Date
Discharge Date
Patient Zip Code
Length of Stay
Leave of Absence
Routine Charges
Special Charges
Ancillary Charges
Other Charges
Total Charges
Admission Type
Primary Admission Source
Secondary Admission Source
E-Code Diagnosis
Special Condition Flag - Extended Care
HCFA DRG - HCFA Grouper v19.0, default 000
HCFA MDC - HCFA Grouper v19.0, default 00
All-Patient DRG - AP-DRG Grouper v18.0, default 000
All-Patient MDC - AP-DRG Grouper v18.0, default 00
All-Patient DRG - AP-DRG Grouper v12.0, default 000
All-Patient MDC - AP-DRG Grouper v12.0, default 00

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All-Patient DRG - AP-DRG Grouper v14.1, default 000
All-Patient MDC - AP-DRG Grouper v14.1, default 00
All-Patient Refined DRG - Grouper v15.0, default 000
All-Patient Refined MDC - Grouper v15.0, default 00
All-Patient Refined Severity Code
All-Patient Refined Mortality Code
Veteran Status
Secondary Payer Type
Principal Payer Source
Secondary Payer Source
Birth Weight
Principal Procedure Date
Secondary Procedure #1 Date
Secondary Procedure #2 Date
Employer Zip Code
Age in Weeks
Principal Procedure - pre-operative length of stay in days
Secondary Procedure #1 - pre-operative length of stay in days
Secondary Procedure #2 - pre-operative length of stay in days
Administratively Necessary Days
Admission Day of Week
Discharge Day of Week
Diagnoses - Up to 15 ICD-9-CM
Procedures - Up to 15 ICD-9-CM

Medical/Surgical Days
Medical/Surgical Charges
Obstetrics Days
Obstetrics Charges
Pediatrics Days
Pediatrics Charges
Psychiatric Days
Psychiatric Charges
Hospice Days
Hospice Charges
Detoxification Days
Detoxification Charges
Oncology Days
Oncology Charges
Rehabilitation Days
Rehabilitation Charges
Other Routine Days
Other Routine Charges
Nursery Days
Nursery Charges
Chronic Days
Chronic Charges
Sub Acute Days

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Sub Acute Charges
Transitional Care Unit Days
Transitional Care Unit Charges
Skilled Nursing Facility Days
Skilled Nursing Facility Charges

Neo-Natal ICU Days
Neo-Natal ICU Charges
Medical/Surgical ICU Days
Medical/Surgical ICU Charges
Pediatric ICU Days
Pediatric ICU Charges
Psychiatric ICU Days
Psychiatric ICU Charges
Post Care ICU Days
Post Care ICU Charges
Burn Unit Days
Burn Unit Charges
Trauma ICU Days
Trauma ICU Charges
Other ICU Days
Other ICU Charges
Coronary Care Unit Days
Coronary Care Unit Charges
Myocardial Infraction Days
Myocardial Infraction Charges
Pulmonary Care Days
Pulmonary Care Charges
Heart Transplant Days
Heart Transplant Charges
Post Coronary Care Days
Post Coronary Care Charges
Other Coronary Care Days
Other Coronary Care Charges

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Special Charges Units
Special Charges Charges
Incremental Nursing Charge Rate Units
Incremental Nursing Charge Rate
All Inclusive Ancillary Units
All Inclusive Ancillary Charges
Pharmacy Units
Pharmacy Charges
IV Therapy Units
IV Therapy Charges
Medical/Surgical Supplies Units
Medical/Surgical Supplies Charges
Oncology Units
Oncology Charges
Durable Medical Equipment Units
Durable Medical Equipment Charges
Laboratory Units
Laboratory Charges
Laboratory Pathological Units
Laboratory Pathological Charges
Diagnostic Radiology Units
Diagnostic Radiology Charges
Therapeutic Radiology Units
Therapeutic Radiology Charges
Nuclear Medicine Units
Nuclear Medicine Charges
CAT Scanner Units
CAT Scanner Charges
Operating Room Services Units
Operating Room Services Charges
Anesthesia Units
Anesthesia Charges
Blood Units
Blood Charges
Blood Storage/Process Units
Blood Storage/Process Charges
Other Imaging Services Units
Other Imaging Services Charges
Respiratory Services Units
Respiratory Services Charges
Physical Therapy Units
Physical Therapy Charges
Occupational Therapy Units
Occupational Therapy Charges
Speech-Language Pathology Units
Speech-Language Pathology Charges
Emergency Room Units
Emergency Room Charges

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Pulmonary Function Units
Pulmonary Function Charges
Audiology Units
Audiology Charges
Cardiology Units
Cardiology Charges
Ambulatory Surgery Care Units
Ambulatory Surgery Care Charges
Outpatient Services Units
Outpatient Services Charges
Clinics Units
Clinics Charges
Free-Standing Clinic Units
Free-Standing Clinic Charges
Osteopathic Services Units
Osteopathic Services Charges
Ambulance Units
Ambulance Charges
Skilled Nursing Units
Skilled Nursing Charges
Medical Social Services Units
Medical Social Services Charges
Home Health Aide Units
Home Health Aide Charges
Other Home Health Visits Units
Other Home Health Visits Charges
Units of Service (Home Health) Units
Units of Service (Home Health) Charges
Oxygen (Home Health) Units
Oxygen (Home Health) Charges
MRI Units
MRI Charges
MED/SURG Supplies-Ext 270 Units
MED/SURG Supplies-Ext 270 Charges
Drugs Requiring Spec ID Units
Drugs Requiring Spec ID Charges
Home IV Therapy Services Units
Home IV Therapy Services Charges
Hospice Services Units
Hospice Services Charges
Respite Care (HHA only) Units
Respite Care (HHA only) Charges
Cast Room Units
Cast Room Charges
Recovery Room Units
Recovery Room Charges
Labor and Delivery Units
Labor and Delivery Charges

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EKG/ECG Charges
EEG Units
EEG Charges
Gastro-Intestinal Services Units
Gastro-Intestinal Services Charges
Treatment/Observation Room Units
Treatment/Observation Room Charges
Treatment Room Units
Treatment Room Charges
Observation Room Units
Observation Room Charges
Other Observation Room Units
Other Observation Room Charges
Preventive Care Services Units
Preventive Care Services Charges
Lithotripsy Units
Lithotripsy Charges
Inpatient Renal Dialysis Units
Inpatient Renal Dialysis Charges
Organ Acquisition Units
Organ Acquisition Charges
Hemo-dialysis-OPT/Home Units
Hemo-dialysis-OPT/Home Charges
Peritonl Dialysis-OPT/Home Units
Peritonl Dial-OPT/Home Charges
Miscellaneous Dialysis Units
Miscellaneous Dialysis Charges
Other Donor Bank Units
Other Donor Bank Charges
Psych Treatment Units
Psych Treatment Charges
Psych Services Units
Psych Services Charges
Other Diagnostic Services Units
Other Diagnostic Services Charges
Other Therapeutic Services Units
Other Therapeutic Services Charges
Other Units
Other Charges

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Professional Fees Units
Professional Fees Charges
Patient Convenience Items Units
Patient Convenience Items Charges
Other/Unknown Units
Other/Unknown Charges

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Hospital ID Number
Hosp ID Number for Multiple Sites
Patient Residential 5 digit zip code
Patient Gender - M = male, F = female, U = unknown
Age of Patient in Years, if > 1
Age of Patient in Weeks, if < 1
Four-digit year: Beginning service date
Two-digit month: Beginning service date
Four-digit year: End of service date
Two-digit month: End of service date
Patient Race
Patient Disposition (departure status)
Observation Visit Status
Originating Observation Visit Source
Secondary Observation Visit Source
Primary Source of Payment
Secondary Source of Payment
Grand Total of All Charges assoc. with Stay
Other Primary Caregiver responsible for patient
ICD-9 Principal Diagnosis (5 digit) and five Associated Diagnoses
Principal ICD-9 procedure (4 digit) and three Associated Diagnoses
Five CPT-4 codes (5 digit)
HCFA DRG (version 18.0)
HCFA MDC (version 18.0)
Clinical Subspecialty Assignment
Zip code assignment to Town Identifier
The Time the Patient became Observation Stay
Amount of Time in Observation (in hours)
Edit Flag 1 = passed 0 = did not pass
Record Locator Number

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Hospital ID
Site ID
Patient Sex
Age in Years
Age in Weeks
Registration Year
Registration Month
Registration Day of week
Registration Time of Day
Discharge Day of week
Discharge Time of Day
Patient Zip Code
Length of Stay in Hours
Total Charges
Primary Payer Type
Secondary Payer Type
Primary Payer Source
Secondary Payer Source
Visit Type
Primary Visit Source
Secondary Visit Source
Emergency Severity
E Code (external cause of injury)
Other Care
Principal Diagnosis Code
Secondary Diagnoses (5 additional)
Principle Procedure Code
Secondary Procedure Codes (3)
Procedure Code Type (may be ICD9 or CPT)
Clinical Classification Code

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                                                      Exhibit A

Restricted Data Do Not Include the Following Individual Identifiers:

            (A) Names;
        (B) Postal address information (except town or city, county, health service area state and zip code,
which may be included);
         (C) The “day” elements dates (i.e. except month & year) for dates directly related to an individual,
including birth date, admission date, discharge date, date of death;
            (D) Telephone numbers;
            (E) Fax numbers;
            (F) Electronic mail addresses;
            (G) Social security numbers;
            (H) Medical record numbers;
            (I) Health plan beneficiary numbers;
            (J) Account numbers;
            (K) Certificate/license numbers;
            (L) Vehicle identifiers and serial numbers, including license plate numbers;
            (M) Device identifiers and serial numbers;
            (N) Web Universal Resource Locators (URLs);
            (O) Internet Protocol (IP) address numbers;
            (P) Biometric identifiers, including finger and voice prints; and
            (Q) Full face photographic images and any comparable images.

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