The Florida Association of Community Health Centers
Members Only Web Portal
Terms of Use

The Florida Association of Community Health Centers, Inc., “FACHC”, has developed a “Members Only Web Portal” or “Web Portal” to allow eligible FACHC members to exchange and share information that would be considered confidential and/or proprietary. In order to access the Web Portal eligible members must agree to the following terms of use.

1. Definitions: The following terms shall have the following meanings when used in this Terms of Use Agreement:
1. “Confidential Information” shall mean the proprietary and confidential data or information of FACHC and/or a FACHC member or members, other than “Trade Secrets” (as defined below), which is of tangible or intangible value and is not public information or is not generally known or available to but is known only to FACHC and/or a FACHC member or members. Confidential Information shall not include information which at the time of posting to the Web Portal is already in the public domain.
2. “FACHC and/or FACHC Member” shall mean all employees, contractors and agents of FACHC. FACHC Member, for the purposes of access to the “Web Portal” shall mean federally qualified health centers that are organizational members in good standing with FACHC. FACHC Member shall not include any other class of FACHC member.
3. “Trade Secrets” shall mean that portion of Confidential Information which constitutes trade secrets, as defined by applicable Florida law and including, without limitation, confidential computer programs, software, designs, processes, procedures, equipment, data, reports, product specifications, formulas, improvements, on-line terminal designs, software applications and knowledge of the existence of any existing or proposed contracts with third parties, whether copyrightable or not.
2. Nondisclosure of Confidential Information and Trade Secrets
1. All FACHC members accessing the Web Portal hereby acknowledge that it is in the best business interests of FACHC and FACHC members to insist on the strict confidentiality of any of Trade Secrets and Confidential Information that may be disclosed via the Web Portal. Information that constitutes Confidential Information and/or a Trade Secret will be clearly identified when posted in the Web Portal.
2. In recognition of the need to protect legitimate business interests, each FACHC member that accesses information via the Web Portal hereby covenants and agrees that it shall regard and treat each item of information or data constituting a Trade Secret or Confidential Information as strictly confidential and wholly owned by FACHC and/or a respective FACHC member(s) and that it will not, for any reason or in any manner, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, appropriate or otherwise communicate any such item of information or data to any person or entity for any purpose other than strictly in accordance with the express terms of these Terms of Use or any other written agreement between FACHC and/or the FACHC member that provided the information for posting on the Web Portal.
3. Each FACHC member shall exercise reasonable efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information known by, disclosed or made available to that member via the Web Portal. Each FACHC member shall immediately notify FACHC of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by that member or any other person of which that member becomes aware. FACHC will then make the appropriate notification to the FACHC member whose information was the subject of an unauthorized disclosure.
4. The duration of this Section 2 shall be the earlier of five (5) years from the date information constituting Confidential Information or Trade Secret is accessed from the Web Portal or the date upon which such information becomes available in the public domain.
3. Remedies: Damages, Injunctions and Specific Performance.
   
   FACHC members accessing information that is marked as Confidential Information or as a Trade Secret expressly understand and agree that the unauthorized disclosure of such information may adversely impact and/or damage the FACHC member whose information was improperly disclosed. Accordingly, FACHC members that, intentionally or unintentionally, make an authorized disclosure may be subject to legal action by the injured party.
4. Information Usage
   
   FACHC members that access any information via the Web Portal agree and acknowledge that the respective member accessing the information is solely responsible for the proper and lawful usage of such information. FACHC shall not be responsible for the improper use or disclosure of information by a FACHC member.