[Federal Register: August 14, 2002 (Volume 67, Number 157)]
[Rules and Regulations]               
[Page 53181-53273]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr14au02-32]                         


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Part V





Department of Health and Human Services





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Office of the Secretary



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45 CFR Parts 160 and 164



Standards for Privacy of Individually Identifiable Health Information; 
Final Rule


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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Office of the Secretary

45 CFR Parts 160 and 164

RIN 0991-AB14

 
Standards for Privacy of Individually Identifiable Health 
Information

AGENCY: Office for Civil Rights, HHS.

ACTION: Final rule.

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SUMMARY: The Department of Health and Human Services (``HHS'' or 
``Department'') modifies certain standards in the Rule entitled 
``Standards for Privacy of Individually Identifiable Health 
Information'' (``Privacy Rule''). The Privacy Rule implements the 
privacy requirements of the Administrative Simplification subtitle of 
the Health Insurance Portability and Accountability Act of 1996.
    The purpose of these modifications is to maintain strong 
protections for the privacy of individually identifiable health 
information while clarifying certain of the Privacy Rule's provisions, 
addressing the unintended negative effects of the Privacy Rule on 
health care quality or access to health care, and relieving unintended 
administrative burdens created by the Privacy Rule.

DATES: This final rule is effective on October 15, 2002.

FOR FURTHER INFORMATION CONTACT: Felicia Farmer, 1-866-OCR-PRIV (1-866-
627-7748) or TTY 1-866-788-4989.

SUPPLEMENTARY INFORMATION: Availability of copies, and electronic 
access.
    Copies: To order copies of the Federal Register containing this 
document, send your request to: New Orders, Superintendent of 
Documents, P.O. Box 371954, Pittsburgh, PA 15250-7954. Specify the date 
of the issue requested and enclose a check or money order payable to 
the Superintendent of Documents, or enclose your Visa or Master Card 
number and expiration date. Credit card orders can also be placed by 
calling the order desk at (202) 512-1800 (or toll-free at 1-866-512-
1800) or by fax to (202) 512-2250. The cost for each copy is $10.00. 
Alternatively, you may view and photocopy the Federal Register document 
at most libraries designated as Federal Depository Libraries and at 
many other public and academic libraries throughout the country that 
receive the Federal Register.
    Electronic Access: This document is available electronically at the 
HHS Office for Civil Rights (OCR) Privacy Web site at http://
www.hhs.gov/ocr/hipaa/, as well as at the web site of the Government 
Printing Office at http://www.access.gpo.gov/su_docs/aces/aces140.html.

I. Background

A. Statutory Background

    Congress recognized the importance of protecting the privacy of 
health information given the rapid evolution of health information 
systems in the Health Insurance Portability and Accountability Act of 
1996 (HIPAA), Public Law 104-191, which became law on August 21, 1996. 
HIPAA's Administrative Simplification provisions, sections 261 through 
264 of the statute, were designed to improve the efficiency and 
effectiveness of the health care system by facilitating the electronic 
exchange of information with respect to certain financial and 
administrative transactions carried out by health plans, health care 
clearinghouses, and health care providers who transmit information 
electronically in connection with such transactions. To implement these 
provisions, the statute directed HHS to adopt a suite of uniform, 
national standards for transactions, unique health identifiers, code 
sets for the data elements of the transactions, security of health 
information, and electronic signature.
    At the same time, Congress recognized the challenges to the 
confidentiality of health information presented by the increasing 
complexity of the health care industry, and by advances in the health 
information systems technology and communications. Thus, the 
Administrative Simplification provisions of HIPAA authorized the 
Secretary to promulgate standards for the privacy of individually 
identifiable health information if Congress did not enact health care 
privacy legislation by August 21, 1999. HIPAA also required the 
Secretary of HHS to provide Congress with recommendations for 
legislating to protect the confidentiality of health care information. 
The Secretary submitted such recommendations to Congress on September 
11, 1997, but Congress did not pass such legislation within its self-
imposed deadline.
    With respect to these regulations, HIPAA provided that the 
standards, implementation specifications, and requirements established 
by the Secretary not supersede any contrary State law that imposes more 
stringent privacy protections. Additionally, Congress required that HHS 
consult with the National Committee on Vital and Health Statistics, a 
Federal advisory committee established pursuant to section 306(k) of 
the Public Health Service Act (42 U.S.C. 242k(k)), and the Attorney 
General in the development of HIPAA privacy standards.
    After a set of HIPAA Administrative Simplification standards is 
adopted by the Department, HIPAA provides HHS with authority to modify 
the standards as deemed appropriate, but not more frequently than once 
every 12 months. However, modifications are permitted during the first 
year after adoption of the standards if the changes are necessary to 
permit compliance with the standards. HIPAA also provides that 
compliance with modifications to standards or implementation 
specifications must be accomplished by a date designated by the 
Secretary, which may not be earlier than 180 days after the adoption of 
the modification.

B. Regulatory and Other Actions to Date

    HHS published a proposed Rule setting forth privacy standards for 
individually identifiable health information on November 3, 1999 (64 FR 
59918). The Department received more than 52,000 public comments in 
response to the proposal. After reviewing and considering the public 
comments, HHS issued a final Rule (65 FR 82462) on December 28, 2000, 
establishing ``Standards for Privacy of Individually Identifiable 
Health Information'' (``Privacy Rule'').
    In an era where consumers are increasingly concerned about the 
privacy of their personal information, the Privacy Rule creates, for 
the first time, a floor of national protections for the privacy of 
their most sensitive information--health information. Congress has 
passed other laws to protect consumers' personal information contained 
in bank, credit card, other financial records, and even video rentals. 
These health privacy protections are intended to provide consumers with 
similar assurances that their health information, including genetic 
information, will be properly protected. Under the Privacy Rule, health 
plans, health care clearinghouses, and certain health care providers 
must guard against misuse of individuals' identifiable health 
information and limit the sharing of such information, and consumers 
are afforded significant new rights to enable them to understand and 
control how their health information is used and disclosed.
    After publication of the Privacy Rule, HHS received many inquiries 
and unsolicited comments through

[[Page 53183]]

telephone calls, e-mails, letters, and other contacts about the impact 
and operation of the Privacy Rule on numerous sectors of the health 
care industry. Many of these commenters exhibited substantial confusion 
and misunderstanding about how the Privacy Rule will operate; others 
expressed great concern over the complexity of the Privacy Rule. In 
response to these communications and to ensure that the provisions of 
the Privacy Rule would protect patients' privacy without creating 
unanticipated consequences that might harm patients' access to health 
care or quality of health care, the Secretary of HHS opened the Privacy 
Rule for additional public comment in March 2001 (66 FR 12738).
    After an expedited review of the comments by the Department, the 
Secretary decided that it was appropriate for the Privacy Rule to 
become effective on April 14, 2001, as scheduled (65 FR 12433). At the 
same time, the Secretary directed the Department immediately to begin 
the process of developing guidelines on how the Privacy Rule should be 
implemented and to clarify the impact of the Privacy Rule on health 
care activities. In addition, the Secretary charged the Department with 
proposing appropriate changes to the Privacy Rule during the next year 
to clarify the requirements and correct potential problems that could 
threaten access to, or quality of, health care. The comments received 
during the comment period, as well as other communications from the 
public and all sectors of the health care industry, including letters, 
testimony at public hearings, and meetings requested by these parties, 
have helped to inform the Department's efforts to develop proposed 
modifications and guidance on the Privacy Rule.
    On July 6, 2001, the Department issued its first guidance to answer 
common questions and clarify certain of the Privacy Rule's provisions. 
In the guidance, the Department also committed to proposing 
modifications to the Privacy Rule to address problems arising from 
unintended effects of the Privacy Rule on health care delivery and 
access. The guidance will soon be updated to reflect the modifications 
adopted in this final Rule. The revised guidance will be available on 
the HHS Office for Civil Rights (OCR) Privacy Web site at http://
www.hhs.gov/ocr/hipaa/.
    In addition, the National Committee for Vital and Health Statistics 
(NCVHS), Subcommittee on Privacy and Confidentiality, held public 
hearings on the implementation of the Privacy Rule on August 21-23, 
2001, and January 24-25, 2002, and provided recommendations to the 
Department based on these hearings. The NCVHS serves as the statutory 
advisory body to the Secretary of HHS with respect to the development 
and implementation of the Rules required by the Administrative 
Simplification provisions of HIPAA, including the privacy standards. 
Through the hearings, the NCVHS specifically solicited public input on 
issues related to certain key standards in the Privacy Rule: consent, 
minimum necessary, marketing, fundraising, and research. The resultant 
public testimony and subsequent recommendations submitted to the 
Department by the NCVHS also served to inform the development of these 
proposed modifications.

II. Overview of the March 2002 Notice of Proposed Rulemaking (NPRM)

    As described above, through public comments, testimony at public 
hearings, meetings at the request of industry and other stakeholders, 
as well as other communications, the Department learned of a number of 
concerns about the potential unintended effects certain provisions 
would have on health care quality and access. On March 27, 2002, in 
response to these concerns, and pursuant to HIPAA's provisions for 
modifications to the standards, the Department proposed modifications 
to the Privacy Rule (67 FR 14776). ]
    The Department proposed to modify the following areas or provisions 
of the Privacy Rule: consent; uses and disclosures for treatment, 
payment, and health care operations; notice of privacy practices; 
minimum necessary uses and disclosures, and oral communications; 
business associates; uses and disclosures for marketing; parents as the 
personal representatives of unemancipated minors; uses and disclosures 
for research purposes; uses and disclosures for which authorizations 
are required; and de-identification. In addition to these key areas, 
the proposal included changes to other provisions where necessary to 
clarify the Privacy Rule. The Department also included in the proposed 
Rule a list of technical corrections intended as editorial or 
typographical corrections to the Privacy Rule.
    The proposed modifications collectively were designed to ensure 
that protections for patient privacy are implemented in a manner that 
maximizes the effectiveness of such protections while not compromising 
either the availability or the quality of medical care. They reflected 
a continuing commitment on the part of the Department to strong privacy 
protections for medical records and the belief that privacy is most 
effectively protected by requirements that are not exceptionally 
difficult to implement. The Department welcomed comments and 
suggestions for alternative ways effectively to protect patient privacy 
without adversely affecting access to, or the quality of, health care.
    Given that the compliance date of the Privacy Rule for most covered 
entities is April 14, 2003, and the Department's interest in having the 
compliance date for these revisions also be no later than April 14, 
2003, the Department solicited public comment on the proposed 
modifications for only 30 days. As stated above, the proposed 
modifications addressed public concerns already communicated to the 
Department through a wide variety of sources since publication of the 
Privacy Rule in December 2000. For these reasons, the Department 
believed that 30 days should be sufficient for the public to state its 
views fully to the Department on the proposed modifications to the 
Privacy Rule. During the 30-day comment period, the Department received 
in excess of 11,400 comments.

III. Section-by-Section Description of Final Modifications and 
Response to Comments

A. Section 164.501--Definitions

1. Marketing

December 2000 Privacy Rule

    The Privacy Rule defined ``marketing'' at Sec. 164.501 as a 
communication about a product or service, a purpose of which is to 
encourage recipients of the communication to purchase or use the 
product or service, subject to certain limited exceptions. To avoid 
interfering with, or unnecessarily burdening communications about, 
treatment or about the benefits and services of health plans and health 
care providers, the Privacy Rule explicitly excluded two types of 
communications from the definition of ``marketing:'' (1) communications 
made by a covered entity for the purpose of describing the 
participating providers and health plans in a network, or describing 
the services offered by a provider or the benefits covered by a health 
plan; and (2) communications made by a health care provider as part of 
the treatment of a patient and for the purpose of furthering that 
treatment, or made by a provider or health plan in the course of 
managing an individual's treatment or recommending an alternative 
treatment. Thus, a health plan could send its

[[Page 53184]]

enrollees a listing of network providers, and a health care provider 
could refer a patient to a specialist without either an authorization 
under Sec. 164.508 or having to meet the other special requirements in 
Sec. 164.514(e) that attach to marketing communications. However, these 
communications qualified for the exception to the definition of 
``marketing'' only if they were made orally or, if in writing, were 
made without remuneration from a third party. For example, it would not 
have been marketing for a pharmacy to call a patient about the need to 
refill a prescription, even if that refill reminder was subsidized by a 
third party; but it would have been marketing for that same, subsidized 
refill reminder to be sent to the patient in the mail.
    Generally, if a communication was marketing, the Privacy Rule 
required the covered entity to obtain the individual's authorization to 
use or disclose protected health information to make the communication. 
However, the Privacy Rule, at Sec. 164.514(e), permitted the covered 
entity to make health-related marketing communications without such 
authorization, provided it complied with certain conditions on the 
manner in which the communications were made. Specifically, the Privacy 
Rule permitted a covered entity to use or disclose protected health 
information to communicate to individuals about the health-related 
products or services of the covered entity or of a third party, without 
first obtaining an authorization for that use or disclosure of 
protected health information, if the communication: (1) Identified the 
covered entity as the party making the communication; (2) identified, 
if applicable, that the covered entity received direct or indirect 
remuneration from a third party for making the communication; (3) with 
the exception of general circulation materials, contained instructions 
describing how the individual could opt-out of receiving future 
marketing communications; and (4) where protected health information 
was used to target the communication about a product or service to 
individuals based on their health status or health condition, explained 
why the individual had been targeted and how the product or service 
related to the health of the individual.
    For certain permissible marketing communications, however, the 
Department did not believe these conditions to be practicable. 
Therefore, Sec. 164.514(e) also permitted a covered entity to make a 
marketing communication that occurred in a face-to-face encounter with 
the individual, or that involved products or services of only nominal 
value, without meeting the above conditions or requiring an 
authorization. These provisions, for example, permitted a covered 
entity to provide sample products during a face-to-face communication, 
or to distribute calendars, pens, and the like, that displayed the name 
of a product or provider.

March 2002 NPRM

    The Department received many complaints concerning the complexity 
and unworkability of the Privacy Rule's marketing requirements. Many 
entities expressed confusion over the Privacy Rule's distinction 
between health care communications that are excepted from the 
definition of ``marketing'' versus those that are marketing but 
permitted subject to the special conditions in Sec. 164.514(e). For 
example, questions were raised as to whether disease management 
communications or refill reminders were ``marketing'' communications 
subject to the special disclosure and opt-out conditions in 
Sec. 164.514(e). Others stated that it was unclear whether various 
health care operations activities, such as general health-related 
educational and wellness promotional activities, were to be treated as 
marketing under the Privacy Rule.
    The Department also learned that consumers were generally 
dissatisfied with the conditions required by Sec. 164.514(e). Many 
questioned the general effectiveness of the conditions and whether the 
conditions would properly protect consumers from unwanted disclosure of 
protected health information to commercial entities, and from the 
intrusion of unwanted solicitations. They expressed specific 
dissatisfaction with the provision at Sec. 164.514(e)(3)(iii) for 
individuals to opt-out of future marketing communications. Many argued 
for the opportunity to opt-out of marketing communications before any 
marketing occurred. Others requested that the Department limit 
marketing communications to only those consumers who affirmatively 
chose to receive such communications.
    In response to these concerns, the Department proposed to modify 
the Privacy Rule to make the marketing provisions clearer and simpler. 
First, the Department proposed to simplify the Privacy Rule by 
eliminating the special provisions for marketing health-related 
products and services at Sec. 164.514(e). Instead, any use or 
disclosure of protected health information for a communication defined 
as ``marketing'' in Sec. 164.501 would require an authorization by the 
individual. Thus, covered entities would no longer be able to make any 
type of marketing communications that involved the use or disclosure of 
protected health information without authorization simply by meeting 
the disclosure and opt-out conditions in the Privacy Rule. The 
Department intended to effectuate greater consumer privacy protection 
by requiring authorization for all uses or disclosures of protected 
health information for marketing communications, as compared to the 
disclosure and opt-out conditions of Sec. 164.514(e).
    Second, the Department proposed minor clarifications to the Privacy 
Rule's definition of ``marketing'' at Sec. 164.501. Specifically, the 
Department proposed to define ``marketing'' as ``to make a 
communication about a product or service to encourage recipients of the 
communication to purchase or use the product or service.'' The proposed 
modification retained the substance of the ``marketing'' definition, 
but changed the language slightly to avoid the implication that in 
order for a communication to be marketing, the purpose or intent of the 
covered entity in making such a communication would have to be 
determined. The simplified language permits the Department to make the 
determination based on the communication itself.
    Third, with respect to the exclusions from the definition of 
``marketing'' in Sec. 164.501, the Department proposed to simplify the 
language to avoid confusion and better conform to other sections of the 
regulation, particularly in the area of treatment communications. The 
proposal retained the exclusions for communications about a covered 
entity's own products and services and about the treatment of the 
individual. With respect to the exclusion for a communication made ``in 
the course of managing the treatment of that individual,'' the 
Department proposed to modify the language to use the terms ``case 
management'' and ``care coordination'' for that individual. These terms 
are more consistent with the terms used in the definition of ``health 
care operations,'' and were intended to clarify the Department's 
intent.
    One substantive change to the definition proposed by the Department 
was to eliminate the condition on the above exclusions from the 
definition of ``marketing'' that the covered entity could not receive 
remuneration from a third party for any written communication. This 
limitation was not well understood and treated similar communications 
differently. For

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example, a prescription refill reminder was marketing if it was in 
writing and paid for by a third party, while a refill reminder that was 
not subsidized, or was made orally, was not marketing. With the 
proposed elimination of the health-related marketing requirements in 
Sec. 164.514(e) and the proposed requirement that any marketing 
communication require an individual's prior written authorization, 
retention of this condition would have adversely affected a health care 
provider's ability to make many common health-related communications. 
Therefore, the Department proposed to eliminate the remuneration 
prohibition to the exceptions to the definition so as not to interfere 
with necessary and important treatment and health-related 
communications between a health care provider and patient.
    To reinforce the policy requiring an authorization for most 
marketing communications, the Department proposed to add a new 
marketing provision at Sec. 164.508(a)(3) explicitly requiring an 
authorization for a use or disclosure of protected health information 
for marketing purposes. Additionally, if the marketing was expected to 
result in direct or indirect remuneration to the covered entity from a 
third party, the Department proposed that the authorization state this 
fact. As noted above, because a use or disclosure of protected health 
information for marketing communications required an authorization, the 
disclosure and opt-out provisions in Sec. 164.514(e) no longer would be 
necessary and the Department proposed to eliminate them. As in the 
December 2000 Privacy Rule at Sec. 164.514(e)(2), the proposed 
modifications at Sec. 164.508(a)(3) excluded from the marketing 
authorization requirements face-to-face communications made by a 
covered entity to an individual. The Department proposed to retain this 
exception so that the marketing provisions would not interfere with the 
relationship and dialogue between health care providers and 
individuals. Similarly, the Department proposed to retain the exception 
to the authorization requirement for a marketing communication that 
involved products or services of nominal value, but proposed to replace 
the language with the common business term ``promotional gift of 
nominal value.''
    As noted above, because some of the proposed simplifications were a 
substitute for Sec. 164.514(e), the Department proposed to eliminate 
that section, and to make conforming changes to remove references to 
Sec. 164.514(e) at Sec. 164.502(a)(1)(vi) and in paragraph (6)(v) of 
the definition of ``health care operations'' in Sec. 164.501.

Overview of Public Comments

    The following discussion provides an overview of the public comment 
received on this proposal. Additional comments received on this issue 
are discussed below in the section entitled, ``Response to Other Public 
Comments.''
    The Department received generally favorable comment on its proposal 
to simplify the marketing provisions by requiring authorizations for 
uses or disclosures of protected health information for marketing 
communications, instead of the special provisions for health-related 
products and services at Sec. 164.514(e). Many also supported the 
requirement that authorizations notify the individual of marketing that 
results in direct or indirect remuneration to the covered entity from a 
third party. They argued that for patients to make informed decisions, 
they must be notified of potential financial conflicts of interest. 
However, some commenters opposed the authorization requirement for 
marketing, arguing instead for the disclosure and opt-out requirements 
at Sec. 164.514(e) or for a one-time, blanket authorization from an 
individual for their marketing activities.
    Commenters were sharply divided on whether the Department had 
properly defined what is and what is not marketing. Most of those 
opposed to the Department's proposed definitions objected to the 
elimination of health-related communications for which the covered 
entity received remuneration from the definition of ``marketing.'' They 
argued that these communications would have been subject to the 
consumer protections in Sec. 164.514(e) but, under the proposal, could 
be made without any protections at all. The mere presence of 
remuneration raised conflict of interest concerns for these commenters, 
who feared patients would be misled into thinking the covered entity 
was acting solely in the patients' best interest when recommending an 
alternative medication or treatment. Of particular concern to these 
commenters was the possibility of a third party, such as a 
pharmaceutical company, obtaining a health care provider's patient list 
to market its own products or services directly to the patients under 
the guise of recommending an ``alternative treatment'' on behalf of the 
provider. Commenters argued that, even if the parties attempted to 
cloak the transaction in the trappings of a business associate 
relationship, when the remuneration flowed from the third party to the 
covered entity, the transaction was tantamount to selling the patient 
lists and ought to be considered marketing.
    On the other hand, many commenters urged the Department to broaden 
the categories of communications that are not marketing. Several 
expressed concern that, under the proposal, they would be unable to 
send newsletters and other general circulation materials with 
information about health-promoting activities (e.g., screenings for 
certain diseases) to their patients or members without an 
authorization. Health plans were concerned that they would be unable to 
send information regarding enhancements to health insurance coverage to 
their members and beneficiaries. They argued, among other things, that 
they should be excluded from the definition of ``marketing'' because 
these communications would be based on limited, non-clinical protected 
health information, and because policyholders benefit and use such 
information to fully evaluate the mix of coverage most appropriate to 
their needs. They stated that providing such information is especially 
important given that individual and market-wide needs, as well as 
benefit offerings, change over time and by statute. For example, 
commenters informed the Department that some States now require long-
term care insurers to offer new products to existing policyholders as 
they are brought to market and to allow policyholders to purchase the 
new benefits through a formal upgrade process. These health plans were 
concerned that an authorization requirement for routine communications 
about options and enhancements would take significant time and expense. 
Some insurers also urged that they be allowed to market other lines of 
insurance to their health plan enrollees.
    A number of commenters urged the Department to exclude any activity 
that met the definitions of ``treatment,'' ``payment,'' or ``health 
care operations'' from the definition of ``marketing'' so that they 
could freely inform customers about prescription discount card and 
price subsidy programs. Still others wanted the Department to broaden 
the treatment exception to include all health-related communications 
between providers and patients.
    Final Modifications. The Department adopts the modifications to 
marketing substantially as proposed in the NPRM, but makes changes to 
the proposed definition of ``marketing'' and further clarifies one of 
the exclusions from the definition of ``marketing'' in response to 
comments on the proposal. The

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definition of ``marketing'' is modified to close what commenters 
characterized as a loophole, that is, the possibility that covered 
entities, for remuneration, could disclose protected health information 
to a third party that would then be able to market its own products and 
services directly to individuals. Also, in response to comments, the 
Department clarifies the language in the marketing exclusion for 
communications about a covered entity's own products and services.
    As it proposed to do, the Department eliminates the special 
provisions for marketing health-related products and services at 
Sec. 164.514(e). Except as provided for at Sec. 164.508(a)(3), a 
covered entity must have the individual's prior written authorization 
to use or disclose protected health information for marketing 
communications and will no longer be able to do so simply by meeting 
the disclosure and opt-out provisions, previously set forth in 
Sec. 164.514(e). The Department agrees with commenters that the 
authorization provides individuals with more control over whether they 
receive marketing communications and better privacy protections for 
such uses and disclosures of their health information. In response to 
commenters who opposed this proposal, the Department does not believe 
that an opt-out requirement for marketing communications would provide 
a sufficient level of control for patients regarding their health 
information. Nor does the Department believe that a blanket 
authorization provides sufficient privacy protections for individuals. 
Section 164.508(c) sets forth the core elements of an authorization 
necessary to give individuals control of their protected health 
information. Those requirements give individuals sufficient information 
and notice regarding the type of use or disclosure of their protected 
health information that they are authorizing. Without such specificity, 
an authorization would not have meaning. Indeed, blanket marketing 
authorizations would be considered defective under Sec. 164.508(b)(2).
    The Department adopts the general definition of ``marketing'' with 
one clarification. Thus, ``marketing'' means ``to make a communication 
about a product or service that encourages the recipients of the 
communication to purchase or use the product or service.'' In removing 
the language referencing the purpose of the communication and 
substituting the term ``that encourages'' for the term ``to 
encourage'', the Department intends to simplify the determination of 
whether a communication is marketing. If, on its face, the 
communication encourages recipients of the communication to purchase or 
use the product or service, the communication is marketing. A few 
commenters argued for retaining the purpose of the communication as 
part of the definition of ``marketing'' based on their belief that the 
intent of the communication was a clearer and more definitive standard 
than the effect of the communication. The Department disagrees with 
these commenters. Tying the definition of ``marketing'' to the purpose 
of the communication creates a subjective standard that would be 
difficult to enforce because the intent of the communicator rarely 
would be documented in advance. The definition adopted by the Secretary 
allows the communication to speak for itself.
    The Department further adopts the three categories of 
communications that were proposed as exclusions from the definition of 
``marketing.'' Thus, the covered entity is not engaged in marketing 
when it communicates to individuals about: (1) The participating 
providers and health plans in a network, the services offered by a 
provider, or the benefits covered by a health plan; (2) the 
individual's treatment; or (3) case management or care coordination for 
that individual, or directions or recommendations for alternative 
treatments, therapies, health care providers, or settings of care to 
that individual. For example, a doctor that writes a prescription or 
refers an individual to a specialist for follow-up tests is engaging in 
a treatment communication and is not marketing a product or service. 
The Department continues to exempt from the ``marketing'' definition 
the same types of communications that were not marketing under the 
Privacy Rule as published in December 2000, but has modified some of 
the language to better track the terminology used in the definition of 
``health care operations.'' The commenters generally supported this 
clarification of the language.
    The Department, however, does not agree with commenters that sought 
to expand the exceptions from marketing for all communications that 
fall within the definitions of ``treatment,'' ``payment,'' or ``health 
care operations.'' The purpose of the exclusions from the definition of 
marketing is to facilitate those communications that enhance the 
individual's access to quality health care. Beyond these important 
communications, the public strongly objected to any commercial use of 
protected health information to attempt to sell products or services, 
even when the product or service is arguably health related. In light 
of these strong public objections, ease of administration is an 
insufficient justification to categorically exempt all communications 
about payment and health care operations from the definition of 
``marketing.''
    However, in response to comments, the Department is clarifying the 
language that excludes from the definition of ``marketing'' those 
communications that describe network participants and the services or 
benefits of the covered entity. Several commenters, particularly 
insurers, were concerned that the reference to a ``plan of benefits'' 
was too limiting and would prevent them from sending information to 
their enrollees regarding enhancements or upgrades to their health 
insurance coverage. They inquired whether the following types of 
communications would be permissible: enhancements to existing products; 
changes in deductibles/copays and types of coverage (e.g., prescription 
drug); continuation products for students reaching the age of majority 
on parental policies; special programs such as guaranteed issue 
products and other conversion policies; and prescription drug card 
programs. Some health plans also inquired if they could communicate 
with beneficiaries about ``one-stop shopping'' with their companies to 
obtain long-term care, property, casualty, and life insurance products.
    The Department understands the need for covered health care 
providers and health plans to be able to communicate freely to their 
patients or enrollees about their own products, services, or benefits. 
The Department also understands that some of these communications are 
required by State or other law. To ensure that such communications may 
continue, the Department is broadening its policy, both of the December 
2000 Privacy Rule as well as proposed in the March 2002 NPRM, to allow 
covered entities to use protected health information to convey 
information to beneficiaries and members about health insurance 
products offered by the covered entity that could enhance or substitute 
for existing health plan coverage. Specifically, the Department 
modifies the relevant exemption from the definition of ``marketing'' to 
include communications that describe ``a health-related product or 
service (or payment for such product or service) that is provided by, 
or included in a plan of benefits of, the covered entity making the 
communication, including communications about: the entities 
participating in a health care provider network or health plan network; 
replacement of, or enhancements to, a

[[Page 53187]]

health plan; and health-related products or services available only to 
a health plan enrollee that add value to, but are not part of, a plan 
of benefits.'' Thus, under this exemption, a health plan is not 
engaging in marketing when it advises its enrollees about other 
available health plan coverages that could enhance or substitute for 
existing health plan coverage. For example, if a child is about to age 
out of coverage under a family's policy, this provision will allow the 
plan to send the family information about continuation coverage for the 
child. This exception, however, does not extend to excepted benefits 
(described in section 2791(c)(1) of the Public Health Service Act, 42 
U.S.C. 300gg-91(c)(1)), such as accident-only policies), nor to other 
lines of insurance (e.g., it is marketing for a multi-line insurer to 
promote its life insurance policies using protected health 
information).
    Moreover, the expanded language makes clear that it is not 
marketing when a health plan communicates about health-related products 
and services available only to plan enrollees or members that add value 
to, but are not part of, a plan of benefits. The provision of value-
added items or services (VAIS) is a common practice, particularly for 
managed care organizations. Communications about VAIS may qualify as a 
communication that is about a health plan's own products or services, 
even if VAIS are not considered plan benefits for the Adjusted 
Community Rate purposes. To qualify for this exclusion, however, the 
VAIS must meet two conditions. First, they must be health-related. 
Therefore, discounts offered by Medicare+Choice or other managed care 
organizations for eyeglasses may be considered part of the plan's 
benefits, whereas discounts to attend movie theaters will not. Second, 
such items and services must demonstrably ``add value'' to the plan's 
membership and not merely be a pass-through of a discount or item 
available to the public at large. Therefore, a Medicare+Choice or other 
managed care organization could, for example, offer its members a 
special discount opportunity for a health/fitness club without 
obtaining authorizations, but could not pass along to its members 
discounts to a health fitness club that the members would be able to 
obtain directly from the health/fitness clubs.
    In further response to comments, the Department has added new 
language to the definition of ``marketing'' to close what commenters 
perceived as a loophole that a covered entity could sell protected 
health information to another company for the marketing of that 
company's products or services. For example, many were concerned that a 
pharmaceutical company could pay a provider for a list of patients with 
a particular condition or taking a particular medication and then use 
that list to market its own drug products directly to those patients. 
The commenters believed the proposal would permit this to happen under 
the guise of the pharmaceutical company acting as a business associate 
of the covered entity for the purpose of recommending an alternative 
treatment or therapy to the individual. The Department agrees with 
commenters that the potential for manipulating the business associate 
relationship in this fashion should be expressly prohibited. Therefore, 
the Department is adding language that would make clear that business 
associate transactions of this nature are marketing. Marketing is 
defined expressly to include ``an arrangement between a covered entity 
and any other entity whereby the covered entity discloses protected 
health information to the other entity, in exchange for direct or 
indirect remuneration, for the other entity or its affiliate to make a 
communication about its own product or service that encourages 
recipients of the communication to purchase or use that product or 
service.'' These communications are marketing and can only occur if the 
covered entity obtains the individual's authorization pursuant to 
Sec. 164.508. The Department believes that this provision will make 
express the fundamental prohibition against covered entities selling 
lists of patients or enrollees to third parties, or from disclosing 
protected health information to a third party for the marketing 
activities of the third party, without the written authorization of the 
individual. The Department further notes that manufacturers that 
receive identifiable health information and misuse it may be subject to 
action taken under other consumer protection statutes by other Federal 
agencies, such as the Federal Trade Commission.
    The Department does not, however, agree with commenters who argued 
for retention of the provisions that would condition the exclusions 
from the ``marketing'' definition on the absence of remuneration. 
Except for the arrangements that are now expressly defined as 
``marketing,'' the Department eliminates the conditions that 
communications are excluded from the definition of ``marketing'' only 
if they are made orally, or, if in writing, are made without any direct 
or indirect remuneration. The Department does not agree that the simple 
receipt of remuneration should transform a treatment communication into 
a commercial promotion of a product or service. For example, health 
care providers should be able to, and can, send patients prescription 
refill reminders regardless of whether a third party pays or subsidizes 
the communication. The covered entity also is able to engage a 
legitimate business associate to assist it in making these permissible 
communications. It is only in situations where, in the guise of a 
business associate, an entity other than the covered entity is 
promoting its own products using protected health information it has 
received from, and for which it has paid, the covered entity, that the 
remuneration will place the activity within the definition of 
``marketing.''
    In addition, the Department adopts the proposed marketing 
authorization provision at Sec. 164.508(a)(3), with minor language 
changes to conform to the revised ``marketing'' definition. The Rule 
expressly requires an authorization for uses or disclosures of 
protected health information for marketing communications, except in 
two circumstances: (1) When the communication occurs in a face-to-face 
encounter between the covered entity and the individual; or (2) the 
communication involves a promotional gift of nominal value. A marketing 
authorization must include a statement about remuneration, if any. For 
ease of administration, the Department has changed the regulatory 
provision to require a statement on the authorization whenever the 
marketing ``involves'' direct or indirect remuneration to the covered 
entity from a third party, rather than requiring the covered entity to 
identify those situations where ``the marketing is expected to result 
in'' remuneration.
    Finally, the Department clarifies that nothing in the marketing 
provisions of the Privacy Rule are to be construed as amending, 
modifying, or changing any rule or requirement related to any other 
Federal or State statutes or regulations, including specifically anti-
kickback, fraud and abuse, or self-referral statutes or regulations, or 
to authorize or permit any activity or transaction currently proscribed 
by such statutes and regulations. Examples of such laws include the 
anti-kickback statute (section 1128B(b) of the Social Security Act), 
safe harbor regulations (42 CFR part 1001), Stark law (section 1877 of 
the Social Security Act) and regulations (42 CFR parts 411 and 424), 
and HIPAA statute on self-referral (section 1128C of the Social 
Security Act). The definition

[[Page 53188]]

of ``marketing'' is solely applicable to the Privacy Rule and the 
permissions granted by the Rule are only for a covered entity's use or 
disclosure of protected health information. In particular, although 
this regulation defines the term ``marketing'' to exclude 
communications to an individual to recommend, purchase, or use a 
product or service as part of the treatment of the individual or for 
case management or care coordination of that individual, such 
communication by a ``white coat'' health care professional may violate 
the anti-kickback statute. Similar examples for pharmacist 
communications with patients relating to the marketing of products on 
behalf of pharmaceutical companies were identified by the OIG as 
problematic in a 1994 Special Fraud Alert (December 19, 1994, 59 FR 
65372). Other violations have involved home health nurses and physical 
therapists acting as marketers for durable medical equipment companies. 
Although a particular communication under the Privacy Rule may not 
require patient authorization because it is not marketing, or may 
require patient authorization because it is ``marketing'' as the Rule 
defines it, the arrangement may nevertheless violate other statutes and 
regulations administered by HHS, the Department of Justice, or other 
Federal or State agency.

Response to Other Public Comments

    Comment: Some commenters recommended that the definition of 
``marketing'' be broadened to read as follows: ``any communication 
about a product or service to encourage recipients of the communication 
to purchase or use the product or service or that will make the 
recipient aware of the product or service available for purchase or use 
by the recipient.'' According to these commenters, the additional 
language would capture marketing campaign activities to establish 
``brand recognition.''
    Response: The Department believes that marketing campaigns to 
establish brand name recognition of products is already encompassed 
within the general definition of ``marketing'' and that it is not 
necessary to add language to accomplish this purpose.
    Comment: Some commenters opposed the proposed deletion of 
references to the covered entity as the source of the communications, 
in the definition of those communications that were excluded from the 
``marketing'' definition. They objected to these non-marketing 
communications being made by unrelated third parties based on protected 
health information disclosed to these third parties by the covered 
entity, without the individual's knowledge or authorization.
    Response: These commenters appear to have misinterpreted the 
proposal as allowing third parties to obtain protected health 
information from covered entities for marketing or other purposes for 
which the Rule requires an individual's authorization. The deletion of 
the specific reference to the covered entity does not permit 
disclosures to a third party beyond the disclosures already permitted 
by the Rule. The change is intended to be purely editorial: since the 
Rule applies only to covered entities, the only entities whose 
communications can be governed by the Rule are covered entities, and 
thus the reference to covered entities there was redundant. Covered 
entities may not disclose protected health information to third parties 
for marketing purposes without authorization from the individual, even 
if the third party is acting as the business associate of the 
disclosing covered entity. Covered entities may, however, use protected 
health information to communicate with individuals about the covered 
entity's own health-related products or services, the individual's 
treatment, or case management or care coordination for the individual. 
The covered entity does not need an authorization for these types of 
communications and may make the communication itself or use a business 
associate to do so.
    Comment: Some commenters advocated for reversion to the provision 
in Sec. 164.514(e) that the marketing communication identify the 
covered entity responsible for the communication, and argued that the 
covered entity should be required to identify itself as the source of 
the protected health information.
    Response: As modified, the Privacy Rule requires the individual's 
written authorization for the covered entity to use or disclose 
protected health information for marketing purposes, with limited 
exceptions. The Department believes that the authorization process 
itself will put the individual sufficiently on notice that the covered 
entity is the source of the protected health information. To the extent 
that the commenter suggests that these disclosures are necessary for 
communications that are not ``marketing'as defined by the Rule, the 
Department disagrees because such a requirement would place an undue 
burden on necessary health-related communications.
    Comment: Many commenters opposed the proposed elimination of the 
provision that would have transformed a communication exempted from 
marketing into a marketing communication if it was in writing and paid 
for by a third party. They argued that marketing should include any 
activity in which a covered entity receives compensation, directly or 
indirectly, through such things as discounts from another provider, 
manufacturer, or service provider in exchange for providing information 
about the manufacturer or service provider's products to consumers, and 
that consumers should be advised whenever such remuneration is involved 
and allowed to opt-out of future communications.
    Response: The Department considered whether remuneration should 
determine whether a given activity is marketing, but ultimately 
concluded that remuneration should not define whether a given activity 
is marketing or falls under an exception to marketing. In fact, the 
Department believes that the provision in the December 2000 Rule that 
transformed a treatment communication into a marketing communication if 
it was in writing and paid for by a third party blurred the line 
between treatment and marketing in ways that would have made the 
Privacy Rule difficult to implement. The Department believes that 
certain health care communications, such as refill reminders or 
informing patients about existing or new health care products or 
services, are appropriate, whether or not the covered entity receives 
remuneration from third parties to pay for them. The fact that 
remuneration is received for a marketing communication does not mean 
the communication is biased or inaccurate. For the same reasons, the 
Department does not believe that the communications that are exempt 
from the definition of ``marketing'' require any special conditions, 
based solely on direct or indirect remuneration received by the covered 
entity. Requiring disclosure and opt-out conditions on these 
communications, as Sec. 164.514(e) had formerly imposed on health-
related marketing communications, would add a layer of complexity to 
the Privacy Rule that the Department intended to eliminate. 
Individuals, of course, are free to negotiate with covered entities for 
limitations on such uses and disclosures, to which the entity may, but 
is not required to, agree.
    The Department does agree with commenters that, in limited 
circumstances, abuses can occur. The Privacy Rule, both as published in 
December 2000 and as proposed to be modified in March 2002, has always 
prohibited covered entities from selling protected health information 
to a third

[[Page 53189]]

party for the marketing activities of the third party, without 
authorization. Nonetheless, in response to continued public concern, 
the Department has added a new provision to the definition of 
``marketing'' to prevent situations in which a covered entity could 
take advantage of the business associate relationship to sell protected 
health information to another entity for that entity's commercial 
marketing purposes. The Department intends this prohibition to address 
the potential financial conflict of interest that would lead a covered 
entity to disclose protected health information to another entity under 
the guise of a treatment exemption.
    Comment: Commenters argued that written authorizations (opt-ins) 
should be required for the use of clinical information in marketing. 
They stated that many consumers do not want covered entities to use 
information about specific clinical conditions that an individual has, 
such as AIDS or diabetes, to target them for marketing of services for 
such conditions.
    Response: The Department does not intend to interfere with the 
ability of health care providers or health plans to deliver quality 
health care to individuals. The ``marketing'' definition excludes 
communications for the individual's treatment and for case management, 
care coordination or the recommendation of alternative therapies. 
Clinical information is critical for these communications and, hence, 
cannot be used to distinguish between communications that are or are 
not marketing. The covered entity needs the individual's authorization 
to use or disclose protected health information for marketing 
communications, regardless of whether clinical information is to be 
used.
    Comment: The proposed modification eliminated the Sec. 164.514 
requirements that permitted the use of protected health information to 
market health-related products and services without an authorization. 
In response to that proposed modification, many commenters asked 
whether covered entities would be allowed to make communications about 
``health education'' or ``health promoting'' materials or services 
without an authorization under the modified Rule. Examples included 
communications about health improvement or disease prevention, new 
developments in the diagnosis or treatment of disease, health fairs, 
health/wellness-oriented classes or support groups.
    Response: The Department clarifies that a communication that merely 
promotes health in a general manner and does not promote a specific 
product or service from a particular provider does not meet the general 
definition of ``marketing.'' Such communications may include 
population-based activities to improve health or reduce health care 
costs as set forth in the definition of ``health care operations'' at 
Sec. 164.501. Therefore, communications, such as mailings reminding 
women to get an annual mammogram, and mailings providing information 
about how to lower cholesterol, about new developments in health care 
(e.g., new diagnostic tools), about health or ``wellness'' classes, 
about support groups, and about health fairs are permitted, and are not 
considered marketing.
    Comment: Some commenters asked whether they could communicate with 
beneficiaries about government programs or government-sponsored 
programs such as information about SCHIP; eligibility for Medicare/
Medigap (e.g., eligibility for limited, six-month open enrollment 
period for Medicare supplemental benefits).
    Response: The Department clarifies that communications about 
government and government-sponsored programs do not fall within the 
definition of ``marketing.'' There is no commercial component to 
communications about benefits available through public programs. 
Therefore, a covered entity is permitted to use and disclose protected 
health information to communicate about eligibility for Medicare 
supplemental benefits, or SCHIP. As in our response above, these 
communications may reflect population-based activities to improve 
health or reduce health care costs as set forth in the definition of 
``health care operations'' at Sec. 164.501.
    Comment: The proposed modification eliminated the Sec. 164.514 
requirements that allowed protected health information to be used and 
disclosed without authorization or the opportunity to opt-out, for 
communications contained in newsletters or similar general 
communication devices widely distributed to patients, enrollees, or 
other broad groups of individuals. Many commenters requested 
clarification as to whether various types of general circulation 
materials would be permitted under the proposed modification. 
Commenters argued that newsletters or similar general communication 
devices widely distributed to patients, enrollees, or other broad 
groups of individuals should be permitted without authorizations 
because they are ``common'' and ``serve appropriate information 
distribution purposes'' and, based on their general circulation, are 
less intrusive than other forms of communication.
    Response: Covered entities may make communications in newsletter 
format without authorization so long as the content of such 
communications is not ``marketing,'' as defined by the Rule. The 
Department is not creating any special exemption for newsletters.
    Comment: One commenter suggested that, even when authorizations are 
granted to disclose protected health information for a particular 
marketing purpose to a non-covered entity, there should also be an 
agreement by the third party not to re-disclose the protected health 
information. This same commenter also recommended that the Privacy Rule 
place restrictions on non-secure modes of making communications 
pursuant to an authorization. This commenter argued that protected 
health information should not be disclosed on the outside of mailings 
or through voice mail, unattended FAX, or other modes of communication 
that are not secure.
    Response: Under the final Rule, a covered entity must obtain an 
individual's authorization to use or disclose protected health 
information for a marketing communication, with some exceptions. If an 
individual wanted an authorization to limit the use of the information 
by the covered entity, the individual could negotiate with the covered 
entity to make that clear in the authorization. Similarly, individuals 
can request confidential forms of communication, even with respect to 
authorized disclosures. See Sec. 164.522(b).
    Comment: Commenters requested that HHS provide clear guidance on 
what types of activities constitute a use or disclosure for marketing, 
and, therefore, require an authorization.
    Response: The Department has modified the ``marketing'' definition 
to clarify the types of uses or disclosures of protected health 
information that are marketing, and, therefore, require prior 
authorization and those that are not marketing. The Department intends 
to update its guidance on this topic and address specific examples 
raised by commenters at that time.
    Comment: A number of commenters wanted the Department to amend the 
face-to-face authorization exception. Some urged that it be broadened 
to include telephone, mail and other common carriers, fax machines, or 
the Internet so that the exception would cover communications between 
providers and patients that are not in person. For example, it was 
pointed out that some providers, such as home

[[Page 53190]]

delivery pharmacies, may have a direct treatment relationship, but 
communicate with patients through other channels. Some raised specific 
concerns about communicating with ``shut-ins'' and ``persons living in 
rural areas.'' Other commenters asked the Department to make the 
exception more narrow to cover only those marketing communications made 
by a health care provider, as opposed to by a business associate, or to 
cover only those marketing communications of a provider that arise from 
a treatment or other essential health care communication.
    Response: The Department believes that expanding the face-to-face 
authorization exception to include telephone, mail, and other common 
carriers, fax machines or the Internet would create an exception 
essentially for all types of marketing communications. All providers 
potentially use a variety of means to communicate with their patients. 
The authorization exclusion, however, is narrowly crafted to permit 
only face-to-face encounters between the covered entity and the 
individual.
    The Department believes that further narrowing the exception to 
place conditions on such communications, other than that it be face-to-
face, would neither be practical nor better serve the privacy interests 
of the individual. The Department does not intend to police 
communications between doctors and patients that take place in the 
doctor's office. Further limiting the exception would add a layer of 
complexity to the Rule, encumbering physicians and potentially causing 
them to second-guess themselves when making treatment or other 
essential health care communications. In this context, the individual 
can readily stop any unwanted communications, including any 
communications that may otherwise meet the definition of ``marketing.''
2. Health Care Operations: Changes of Legal Ownership
    December 2000 Privacy Rule. The Rule's definition of ``health care 
operations'' included the disclosure of protected health information 
for the purposes of due diligence with respect to the contemplated sale 
or transfer of all or part of a covered entity's assets to a potential 
successor in interest who is a covered entity, or would become a 
covered entity as a result of the transaction.
    The Department indicated in the December 2000 preamble of the 
Privacy Rule its intent to include in the definition of health care 
operations the actual transfer of protected health information to a 
successor in interest upon a sale or transfer of its assets. (65 FR 
82609.) However, the regulation itself did not expressly provide for 
the transfer of protected health information upon the sale or transfer 
of assets to a successor in interest. Instead, the definition of 
``health care operations'' included uses or disclosures of protected 
health information only for due diligence purposes when a sale or 
transfer to a successor in interest is contemplated.
    March 2002 NPRM. A number of entities expressed concern about the 
discrepancy between the intent as expressed in the preamble to the 
December 2000 Privacy Rule and the actual regulatory language. To 
address these concerns, the Department proposed to add language to 
paragraph (6) of the definition of ``health care operations'' to 
clarify its intent to permit the transfer of records to a covered 
entity upon a sale, transfer, merger, or consolidation. This proposed 
change would prevent the Privacy Rule from interfering with necessary 
treatment or payment activities upon the sale of a covered entity or 
its assets.
    The Department also proposed to use the terms ``sale, transfer, 
consolidation or merger'' and to eliminate the term ``successor in 
interest'' from this paragraph. The Department intended this provision 
to apply to any sale, transfer, merger or consolidation and believed 
the current language may not accomplish this goal.
    The Department proposed to retain the limitation that such 
disclosures are health care operations only to the extent the entity 
receiving the protected health information is a covered entity or would 
become a covered entity as a result of the transaction. The Department 
clarified that the proposed modification would not affect a covered 
entity's other legal or ethical obligation to notify individuals of a 
sale, transfer, merger, or consolidation.
    Overview of Public Comments. The following discussion provides an 
overview of the public comment received on this proposal. Additional 
comments received on this issue are discussed below in the section 
entitled, ``Response to Other Public Comments.''
    Numerous commenters supported the proposed modifications. 
Generally, these commenters claimed the modifications would prevent 
inconvenience to consumers, and facilitate timely access to health 
care. Specifically, these commenters indicated that health care would 
be delayed and consumers would be inconvenienced if covered entities 
were required to obtain individual consent or authorization before they 
could access health records that are newly acquired assets resulting 
from the sale, transfer, merger, or consolidation of all or part of a 
covered entity. Commenters further claimed that the administrative 
burden of acquiring individual permission and culling records of 
consumers who do not give consent would be too great, and would cause 
some entities to simply store or destroy the records instead. 
Consequently, health information would be inaccessible, causing 
consumers to be inconvenienced and health care to be delayed. Some 
commenters noted that the proposed modifications recognize the 
realities of business without compromising the availability or quality 
of health care or diminishing privacy protections one would expect in 
the handling of protected health information during the course of such 
business transactions.
    Opposition to the proposed modifications was limited, with 
commenters generally asserting that the transfer of records in such 
circumstances would not be in the best interests of individuals.
    Final Modifications. The Department agrees with the commenters that 
supported the proposed modifications and, therefore, adopts the 
modifications to the definition of health care operations. Thus, 
``health care operations'' includes the sale, transfer, merger, or 
consolidation of all or part of the covered entity to or with another 
covered entity, or an entity that will become a covered entity as a 
result of the transaction, as well as the due diligence activities in 
connection with such transaction. In response to a comment, the final 
Rule modifies the phrase ``all or part of a covered entity'' to read 
``all or part of the covered entity'' to clarify that any disclosure 
for such activity must be by the covered entity that is a party to the 
transaction.
    Under the final definition of ``health care operations,'' a covered 
entity may use or disclose protected health information in connection 
with a sale or transfer of assets to, or a consolidation or merger 
with, an entity that is or will be a covered entity upon completion of 
the transaction; and to conduct due diligence in connection with such 
transaction. The modification makes clear it is also a health care 
operation to transfer records containing protected health information 
as part of the transaction. For example, if a pharmacy which is a 
covered entity buys another pharmacy which is also a covered entity, 
protected health information can be exchanged between the two entities 
for purposes of conducting due diligence, and the selling entity may

[[Page 53191]]

transfer any records containing protected health information to the new 
owner upon completion of the transaction. The new owner may then 
immediately use and disclose those records to provide health care 
services to the individuals, as well as for payment and health care 
operations purposes. Since the information would continue to be 
protected by the Privacy Rule, any other use or disclosure of the 
information would require an authorization unless otherwise permitted 
without authorization by the Rule, and the new owner would be obligated 
to observe the individual's rights of access, amendment, and 
accounting. The Privacy Rule would not interfere with other legal or 
ethical obligations of an entity that may arise out of the nature of 
its business or relationship with its customers or patients to provide 
such persons with notice of the transaction or an opportunity to agree 
to the transfer of records containing personal information to the new 
owner.

Response to Other Public Comments

    Comment: One commenter was concerned about what obligations the 
parties to a transaction have regarding protected health information 
that was exchanged as part of a transaction if the transaction does not 
go through.
    Response: The Department believes that other laws and standard 
business practices are adequate to address these situations and 
accordingly does not impose additional requirements of this type. It is 
standard practice for parties contemplating such transactions to enter 
into confidentiality agreements. In addition to exchanging protected 
health information, the parties to such transactions commonly exchange 
confidential proprietary information. It is a standard practice for the 
parties to these transaction to agree that the handling of all 
confidential information, such as proprietary information, will include 
ensuring that, in the event that the proposed transaction is not 
consummated, the information is either returned to its original owner 
or destroyed as appropriate. They may include protected health 
information in any such agreement, as they determine appropriate to the 
circumstances and applicable law. ]
3. Protected Health Information: Exclusion for Employment Records
    December 2000 Privacy Rule. The Privacy Rule broadly defines 
``protected health information'' as individually identifiable health 
information maintained or transmitted by a covered entity in any form 
or medium. The December 2000 Privacy Rule expressly excluded from the 
definition of ``protected health information'' only educational and 
other records that are covered by the Family Education Rights and 
Privacy Act of 1974, as amended, 20 U.S.C. 1232g. In addition, 
throughout the December 2000 preamble to the Privacy Rule, the 
Department repeatedly stated that the Privacy Rule does not apply to 
employers, nor does it apply to the employment functions of covered 
entities, that is, when they are acting in their role as employers. For 
example, the Department stated:

    Covered entities must comply with this regulation in their 
health care capacity, not in their capacity as employers. For 
example, information in hospital personnel files about a nurses' 
(sic) sick leave is not protected health information under this 
rule.

65 FR 82612. However, the definition of protected health information 
did not expressly exclude personnel or employment records of covered 
entities.
    March 2002 NPRM. The Department understands that covered entities 
are also employers, and that this creates two potential sources of 
confusion about the status of health information. First, some employers 
are required or elect to obtain health information about their 
employees, as part of their routine employment activities [e.g., 
hiring, compliance with the Occupational Safety and Health 
Administration (OSHA) requirements]. Second, employees of covered 
health care providers or health plans sometimes seek treatment or 
reimbursement from that provider or health plan, unrelated to the 
employment relationship.
    To avoid any confusion on the part of covered entities as to 
application of the Privacy Rule to the records they maintain as 
employers, the Department proposed to modify the definition of 
``protected health information'' in Sec. 164.501 to expressly exclude 
employment records held by a covered entity in its role as employer. 
The proposed modification also would alleviate the situation where a 
covered entity would feel compelled to elect to designate itself as a 
hybrid entity solely to carve out its employment functions. 
Individually identifiable health information maintained or transmitted 
by a covered entity in its health care capacity would, under the 
proposed modification, continue to be treated as protected health 
information.
    The Department specifically solicited comments on whether the term 
``employment records'' is clear and what types of records would be 
covered by the term.
    In addition, as discussed in section III.C.1. below, the Department 
proposed to modify the definition of a hybrid entity to permit any 
covered entity that engaged in both covered and non-covered functions 
to elect to operate as a hybrid entity. Under the proposed 
modification, a covered entity that primarily engaged in covered 
functions, such as a hospital, would be allowed to elect hybrid entity 
status even if its only non-covered functions were those related to its 
capacity as an employer. Indeed, because of the absence of an express 
exclusion for employment records in the definition of protected health 
information, some covered entities may have elected hybrid entity 
status under the misconception that this was the only way to prevent 
their personnel information from being treated as protected health 
information under the Rule.
    Overview of Public Comments. The following discussion provides an 
overview of the public comment received on this proposal. Additional 
comments received on this issue are discussed below in the section 
entitled, ``Response to Other Public Comments.''
    The Department received comments both supporting and opposing the 
proposal to add an exemption for employment records to the definition 
of protected health information. Support for the proposal was based 
primarily on the need for clarity and certainty in this important area. 
Moreover, commenters supported the proposed exemption for employment 
records because it reinforced and clarified that the Privacy Rule does 
not conflict with an employer's obligation under numerous other laws, 
including OSHA, Family and Medical Leave Act (FMLA), workers' 
compensation, and alcohol and drug free workplace laws.
    Those opposed to the modification were concerned that a covered 
entity may abuse its access to the individually identifiable health 
information in its employment records by using that information for 
discriminatory purposes. Many commenters expressed concern that an 
employee's health information created, maintained, or transmitted by 
the covered entity in its health care capacity would be considered an 
employment record and, therefore, would not be considered protected 
health information. Some of these commenters argued for the inclusion 
of special provisions, similar to the ``adequate separation'' 
requirements for disclosure of protected health information from group 
health plan to plan sponsor functions (Sec. 164.504(f)), to heighten 
the protection for an employee's individually identifiable health 
information when moving between a covered entity's

[[Page 53192]]

health care functions and its employer functions.
    A number of commenters also suggested types of records that the 
Department should consider to be ``employment records'' and, therefore, 
excluded from the definition of ``protected health information.'' The 
suggested records included records maintained under the FMLA or the 
Americans with Disabilities Act (ADA), as well as records relating to 
occupational injury, disability insurance eligibility, sick leave 
requests and justifications, drug screening results, workplace medical 
surveillance, and fitness-for-duty test results. One commenter 
suggested that health information related to professional athletes 
should qualify as an employment record.
    Final Modifications. The Department adopts as final the proposed 
language excluding employment records maintained by a covered entity in 
its capacity as an employer from the definition of ``protected health 
information.'' The Department agrees with commenters that the 
regulation should be explicit that it does not apply to a covered 
entity's employer functions and that the most effective means of 
accomplishing this is through the definition of ``protected health 
information.''
    The Department is sensitive to the concerns of commenters that a 
covered entity not abuse its access to an employee's individually 
identifiable health information which it has created or maintains in 
its health care, not its employer, capacity. In responding to these 
concerns, the Department must remain within the boundaries set by the 
statute, which does not include employers per se as covered entities. 
Thus, we cannot regulate employers, even when it is a covered entity 
acting as an employer.
    To address these concerns, the Department clarifies that a covered 
entity must remain cognizant of its dual roles as an employer and as a 
health care provider, health plan, or health care clearinghouse. 
Individually identifiable health information created, received, or 
maintained by a covered entity in its health care capacity is protected 
health information. It does not matter if the individual is a member of 
the covered entity's workforce or not. Thus, the medical record of a 
hospital employee who is receiving treatment at the hospital is 
protected health information and is covered by the Rule, just as the 
medical record of any other patient of that hospital is protected 
health information and covered by the Rule. The hospital may use that 
information only as permitted by the Privacy Rule, and in most cases 
will need the employee's authorization to access or use the medical 
information for employment purposes. When the individual gives his or 
her medical information to the covered entity as the employer, such as 
when submitting a doctor's statement to document sick leave, or when 
the covered entity as employer obtains the employee's written 
authorization for disclosure of protected health information, such as 
an authorization to disclose the results of a fitness for duty 
examination, that medical information becomes part of the employment 
record, and, as such, is no longer protected health information. The 
covered entity as employer, however, may be subject to other laws and 
regulations applicable to the use or disclosure of information in an 
employee's employment record.
    The Department has decided not to add a definition of the term 
``employment records'' to the Rule. The comments indicate that the same 
individually identifiable health information about an individual may be 
maintained by the covered entity in both its employment records and the 
medical records it maintains as a health care provider or enrollment or 
claims records it maintains as a health plan. The Department therefore 
is concerned that a definition of ``employment record'' may lead to the 
misconception that certain types of information are never protected 
health information, and will put the focus incorrectly on the nature of 
the information rather than the reasons for which the covered entity 
obtained the information. For example, drug screening test results will 
be protected health information when the provider administers the test 
to the employee, but will not be protected health information when, 
pursuant to the employee's authorization, the test results are provided 
to the provider acting as employer and placed in the employee's 
employment record. Similarly, the results of a fitness for duty exam 
will be protected health information when the provider administers the 
test to one of its employees, but will not be protected health 
information when the results of the fitness for duty exam are turned 
over to the provider as employer pursuant to the employee's 
authorization.
    Furthermore, while the examples provided by commenters represent 
typical files or records that may be maintained by employers, the 
Department does not believe that it has sufficient information to 
provide a complete definition of employment record. Therefore, the 
Department does not adopt as part of this rulemaking a definition of 
employment record, but does clarify that medical information needed for 
an employer to carry out its obligations under FMLA, ADA, and similar 
laws, as well as files or records related to occupational injury, 
disability insurance eligibility, sick leave requests and 
justifications, drug screening results, workplace medical surveillance, 
and fitness-for-duty tests of employees, may be part of the employment 
records maintained by the covered entity in its role as an employer.

Response to Other Public Comments

    Comment: One commenter requested clarification as to whether the 
term ``employment record'' included the following information that is 
either maintained or transmitted by a fully insured group health plan 
to an insurer or HMO for enrollment and/or disenrollment purposes: (a) 
the identity of an individual including name, address, birth date, 
marital status, dependent information and SSN; (b) the individual's 
choice of plan; (c) the amount of premiums/contributions for coverage 
of the individual; (d) whether the individual is an active employee or 
retired; (e) whether the individual is enrolled in Medicare.
    Response: All of this information is protected health information 
when held by a fully insured group health plan and transmitted to an 
issuer or HMO, and the Privacy Rule applies when the group health plan 
discloses such information to any entity, including the plan sponsor. 
There are special rules in Sec. 164.504(f) which describe the 
conditions for disclosure of protected health information to the plan 
sponsor. If the group health plan received the information from the 
plan sponsor, it becomes protected health information when received by 
the group health plan. The plan sponsor is not the covered entity, so 
this information will not be protected when held by a plan sponsor, 
whether or not it is part of the plan sponsor's ``employment record.''
    Comment: One commenter asked for clarification as to how the 
Department would characterize the following items that a covered entity 
may have: (1) medical file kept separate from the rest of an employment 
record containing (a) doctor's notes; (b) leave requests; (c) physician 
certifications; and (d) positive hepatitis test results; (2) FMLA 
documentation including: (a) physician certification form; and (b) 
leave requests; (3) occupational injury files containing (a) drug 
screening; (b) exposure test results; (c) doctor's notes; and (d) 
medical director's notes.

[[Page 53193]]

    Response: As explained above, the nature of the information does 
not determine whether it is an employment record. Rather, it depends on 
whether the covered entity obtains or creates the information in its 
capacity as employer or in its capacity as covered entity. An 
employment record may well contain some or all of the items mentioned 
by the commenter; but so too might a treatment record. The Department 
also recognizes that the employer may be required by law or sound 
business practice to treat such medical information as confidential and 
maintain it separate from other employment records. It is the function 
being performed by the covered entity and the purpose for which the 
covered entity has the medical information, not its record keeping 
practices, that determines whether the health information is part of an 
employment record or whether it is protected health information.
    Comment: One commenter suggested that the health records of 
professional athletes should qualify as ``employment records.'' As 
such, the records would not be subject to the protections of the 
Privacy Rule.
    Response: Professional sports teams are unlikely to be covered 
entities. Even if a sports team were to be a covered entity, employment 
records of a covered entity are not covered by this Rule. If this 
comment is suggesting that the records of professional athletes should 
be deemed ``employment records'' even when created or maintained by 
health care providers and health plans, the Department disagrees. No 
class of individuals should be singled out for reduced privacy 
protections. As noted in the preamble to the December 2000 Rule, 
nothing in this Rule prevents an employer, such as a professional 
sports team, from making an employee's agreement to disclose health 
records a condition of employment. A covered entity, therefore, could 
disclose this information to an employer pursuant to an authorization.

B. Section 164.502--Uses and Disclosures of Protected Health 
Information: General Rules

1. Incidental Uses and Disclosures
    December 2000 Privacy Rule. The December 2000 Rule did not 
explicitly address incidental uses and disclosures of protected health 
information. Rather, the Privacy Rule generally requires covered 
entities to make reasonable efforts to limit the use or disclosure of, 
and requests for, protected health information to the minimum necessary 
to accomplish the intended purpose. See Sec. 164.502(b). Additionally, 
Sec. 164.530(c) of the Privacy Rule requires covered entities to 
implement appropriate administrative, technical, and physical 
safeguards to reasonably safeguard protected health information from 
any intentional or unintentional use or disclosure that violates the 
Rule.
    Protected health information includes individually identifiable 
health information (with limited exceptions) in any form, including 
information transmitted orally, or in written or electronic form. See 
the definition of ``protected health information'' at Sec. 164.501.
    March 2002 NPRM. After publication of the Privacy Rule, the 
Department received a number of concerns and questions as to whether 
the Privacy Rule's restrictions on uses and disclosures will prohibit 
covered entities from engaging in certain common and essential health 
care communications and practices in use today. In particular, concern 
was expressed that the Privacy Rule establishes absolute, strict 
standards that would not allow for the incidental or unintentional 
disclosures that could occur as a by-product of engaging in these 
health care communications and practices. It was argued that the 
Privacy Rule would, in effect, prohibit such practices and, therefore, 
impede many activities and communications essential to effective and 
timely treatment of patients.
    For example, some expressed concern that health care providers 
could no longer engage in confidential conversations with other 
providers or with patients, if there is a possibility that they could 
be overheard. Similarly, others questioned whether they would be 
prohibited from using sign-in sheets in waiting rooms or maintaining 
patient charts at bedside, or whether they would need to isolate X-ray 
lightboards or destroy empty prescription vials. These concerns seemed 
to stem from a perception that covered entities are required to prevent 
any incidental disclosure such as those that may occur when a visiting 
family member or other person not authorized to access protected health 
information happens to walk by medical equipment or other material 
containing individually identifiable health information, or when 
individuals in a waiting room sign their name on a log sheet and 
glimpse the names of other patients.
    The Department, in its July 6 guidance, clarified that the Privacy 
Rule is not intended to impede customary and necessary health care 
communications or practices, nor to require that all risk of incidental 
use or disclosure be eliminated to satisfy its standards. The guidance 
promised that the Department would propose modifications to the Privacy 
Rule to clarify that such communications and practices may continue, if 
reasonable safeguards are taken to minimize the chance of incidental 
disclosure to others.
    Accordingly, the Department proposed to modify the Privacy Rule to 
add a new provision at Sec. 164.502(a)(1)(iii) which would explicitly 
permit certain incidental uses and disclosures that occur as a result 
of a use or disclosure otherwise permitted by the Privacy Rule. The 
proposal described an incidental use or disclosure as a secondary use 
or disclosure that cannot reasonably be prevented, is limited in 
nature, and that occurs as a by-product of an otherwise permitted use 
or disclosure. The Department proposed that an incidental use or 
disclosure be permissible only to the extent that the covered entity 
had applied reasonable safeguards as required by Sec. 164.530(c), and 
implemented the minimum necessary standard, where applicable, as 
required by Secs. 164.502(b) and 164.514(d).
    Overview of Public Comments. The following discussion provides an 
overview of the public comment received on this proposal. Additional 
comments received on this issue are discussed below in the section 
entitled, ``Response to Other Public Comments.''
    The Department received many comments on its proposal to permit 
certain incidental uses and disclosures, the majority of which 
expressed strong support for the proposal. Many of these commenters 
indicated that such a policy would help to ensure that essential health 
care communications and practices are not chilled by the Privacy Rule. 
A few commenters opposed the Department's proposal to permit certain 
incidental uses and disclosures, one of whom asserted that the burden 
on medical staff to take precautions not to be overheard is minimal 
compared to the potential harm to patients if incidental disclosures 
were to be considered permissible.
    Final Modifications. In response to the overwhelming support of 
commenters on this proposal, the Department adopts the proposed 
provision at Sec. 164.502(a)(1)(iii), explicitly permitting certain 
incidental uses and disclosures that occur as a by-product of a use or 
disclosure otherwise permitted under the Privacy Rule. As in the 
proposal, an incidental use or disclosure is permissible only to the 
extent that the covered entity has applied reasonable safeguards as

[[Page 53194]]

required by Sec. 164.530(c), and implemented the minimum necessary 
standard, where applicable, as required by Secs. 164.502(b) and 
164.514(d). The Department continues to believe, as was stated in the 
proposed Rule, that so long as reasonable safeguards are employed, the 
burden of impeding such communications is not outweighed by any 
benefits that may accrue to individuals' privacy interests.
    However, an incidental use or disclosure that occurs as a result of 
a failure to apply reasonable safeguards or the minimum necessary 
standard, where required, is not a permissible use or disclosure and, 
therefore, is a violation of the Privacy Rule. For example, a hospital 
that permits an employee to have unimpeded access to patients' medical 
records, where such access is not necessary for the employee to do her 
job, is not applying the minimum necessary standard and, therefore, any 
incidental use or disclosure that results from this practice would be 
an unlawful use or disclosure under the Privacy Rule.
    In response to the few comments that opposed the proposal to permit 
certain incidental uses and disclosures, the Department reiterates that 
the Privacy Rule must not impede essential health care communications 
and practices. Prohibiting all incidental uses and disclosures would 
have a chilling effect on normal and important communications among 
providers, and between providers and their patients, and, therefore, 
would negatively affect individuals' access to quality health care. The 
Department does not intend with this provision to obviate the need for 
medical staff to take precautions to avoid being overheard, but rather, 
will only allow incidental uses and disclosures where appropriate 
precautions have been taken.
    The Department clarifies, in response to a comment, that this 
provision applies, subject to reasonable safeguards and the minimum 
necessary standard, to an incidental use or disclosure that occurs as a 
result of any permissible use or disclosure under the Privacy Rule made 
to any person, and not just to incidental uses and disclosures 
resulting from treatment communications or only to communications among 
health care providers or other medical staff. For example, a provider 
may instruct an administrative staff member to bill a patient for a 
particular procedure, and may be overheard by one or more persons in 
the waiting room. Assuming that the provider made reasonable efforts to 
avoid being overheard and reasonably limited the information shared, an 
incidental disclosure resulting from such conversation is permissible 
under the Rule.
    In the proposal, the Department did not address whether or not 
incidental disclosures would need to be included in the accounting of 
disclosures required by Sec. 164.528. However, one commenter urged the 
Department to exclude incidental disclosures from the accounting. The 
Department agrees with this commenter and clarifies that covered 
entities are not required to include incidental disclosures in an 
accounting of disclosures provided to the individual pursuant to 
Sec. 164.528. The Department does not believe such a requirement would 
be practicable; in many instances, the covered entity may not know that 
an incidental disclosure occurred. To make this policy clear, the 
Department includes an explicit exception for such disclosures to the 
accounting standard at Sec. 164.528(a)(1).

Response to Other Public Comments

    Comment: One commenter expressed concern that the requirement 
reasonably to safeguard protected health information would be 
problematic because any unintended use or disclosure could arguably 
demonstrate a failure to ``reasonably safeguard.'' This commenter 
requested that the Department either delete the language in 
Sec. 164.530(c)(2)(ii) or modify the language to make clear that the 
fact that an incidental use or disclosure occurs does not imply that 
safeguards were not reasonable.
    Response: The Department clarifies that the fact that an incidental 
use or disclosure occurs does not by itself imply that safeguards were 
not reasonable. However, the Department does not believe that a 
modification to the proposed language is necessary to express this 
intent. The language proposed and now adopted at Sec. 164.530(c)(2)(ii) 
requires only that the covered entity reasonably safeguard protected 
health information to limit incidental uses or disclosures, not that 
the covered entity prevent all incidental uses and disclosures. Thus, 
the Department expects that incidental uses and disclosures will occur 
and permits such uses and disclosures to the extent the covered entity 
has in place reasonable safeguards and has applied the minimum 
necessary standard, where applicable.
    Comment: Another commenter requested that the Department clarify 
its proposal to assure that unintended disclosures will not result in 
civil penalties.
    Response: The Department's authority to impose civil monetary 
penalties on violations of the Privacy Rule is defined in HIPAA. 
Specifically, HIPAA added section 1176 to the Social Security Act, 
which prescribes the Secretary's authority to impose civil monetary 
penalties. Therefore, in the case of a violation of a disclosure 
provision in the Privacy Rule, a penalty may not be imposed, among 
other things, if the person liable for the penalty did not know and, by 
exercising reasonable diligence would not have known, that such person 
violated the provision. HIPAA also provides for criminal penalties 
under certain circumstances, but the Department of Justice, not this 
Department, has authority for criminal penalties.
    Comment: One commenter requested that the Department clarify how 
covered entities should implement technical and physical safeguards 
when they do not yet know what safeguards the final Security Rule will 
require.
    Response: Each covered entity should assess the nature of the 
protected health information it holds, and the nature and scope of its 
business, and implement safeguards that are reasonable for its 
particular circumstances. There should be no potential for conflict 
between the safeguards required by the Privacy Rule and the final 
Security Rule standards, for several reasons. First, while the Privacy 
Rule applies to protected health information in all forms, the Security 
Rule will apply only to electronic health information systems that 
maintain or transmit individually identifiable health information. 
Thus, all safeguards for protected health information in oral, written, 
or other non-electronic forms will be unaffected by the Security Rule. 
Second, in preparing the final Security Rule, the Department is working 
to ensure the Security Rule requirements for electronic information 
systems work ``hand in glove'' with any relevant requirements in the 
Privacy Rule, including Sec. 164.530.
    Comment: One commenter argued that while this new provision is 
helpful, it does not alleviate covered entities' concerns that routine 
practices, often beneficial for treatment, will be prohibited by the 
Privacy Rule. This commenter stated that, for example, specialists 
provide certain types of therapy to patients in a group setting, and, 
in some cases, where family members are also present.
    Response: The Department reiterates that the Privacy Rule is not 
intended to impede common health care communications and practices that 
are essential in providing health care to the individual. Further, the 
Privacy Rule's new provision permitting certain incidental uses and 
disclosures is

[[Page 53195]]

intended to increase covered entities' confidence that such practices 
can continue even where an incidental use or disclosure may occur, 
provided that the covered entity has taken reasonable precautions to 
safeguard and limit the protected health information disclosed. For 
example, this provision should alleviate concerns that common 
practices, such as the use of sign-in sheets and calling out names in 
waiting rooms will not violate the Rule, so long as the information 
disclosed is appropriately limited. With regard to the commenters' 
specific example, disclosure of protected health information in a group 
therapy setting would be a treatment disclosure, and thus permissible 
without individual authorization. Further, Sec. 164.510(b) generally 
permits a covered entity to disclose protected health information to a 
family member or other person involved in the individual's care. In 
fact, this section specifically provides that, where the individual is 
present during a disclosure, the covered entity may disclose protected 
health information if it is reasonable to infer from the circumstances 
that the individual does not object to the disclosure. Absent 
countervailing circumstances, the individual's agreement to participate 
in group therapy or family discussions is a good basis for such a 
reasonable inference. As such disclosures are permissible disclosures 
in and of themselves, they would not be incidental disclosures.
    Comment: Some commenters, while in support of permitting incidental 
uses and disclosures, requested that the Department provide additional 
guidance in this area by providing additional examples of permitted 
incidental uses and disclosures and/or clarifying what would constitute 
``reasonable safeguards.''
    Response: The reasonable safeguards and minimum necessary standards 
are flexible and adaptable to the specific business needs and 
circumstances of the covered entity. Given the discretion covered 
entities have in implementing these standards, it is difficult for the 
Department to provide specific guidance in this area that is generally 
applicable to many covered entities. However, the Department intends to 
provide future guidance through frequently asked questions or other 
materials in response to specific scenarios that are raised by 
industry.
2. Minimum Necessary Standard
    December 2000 Privacy Rule. The Privacy Rule generally requires 
covered entities to make reasonable efforts to limit the use or 
disclosure of, and requests for, protected health information to the 
minimum necessary to accomplish the intended purpose. See 
Sec. 164.502(b). Protected health information includes individually 
identifiable health information (with limited exceptions) in any form, 
including information transmitted orally, or in written or electronic 
form. See the definition of ``protected health information'' at 
Sec. 164.501. The minimum necessary standard is intended to make 
covered entities evaluate their practices and enhance protections as 
needed to limit unnecessary or inappropriate access to, and disclosures 
of, protected health information.
    The Privacy Rule contains some exceptions to the minimum necessary 
standard. The minimum necessary requirements do not apply to uses or 
disclosures that are required by law, disclosures made to the 
individual or pursuant to an authorization initiated by the individual, 
disclosures to or requests by a health care provider for treatment 
purposes, uses or disclosures that are required for compliance with the 
regulations implementing the other administrative simplification 
provisions of HIPAA, or disclosures to the Secretary of HHS for 
purposes of enforcing this Rule. See Sec. 164.502(b)(2).
    The Privacy Rule sets forth requirements for implementing the 
minimum necessary standard with regard to a covered entity's uses, 
disclosures, and requests at Sec. 164.514(d). A covered entity is 
required to develop and implement policies and procedures appropriate 
to the entity's business practices and workforce that reasonably 
minimize the amount of protected health information used, disclosed, 
and requested. For uses of protected health information, the policies 
and procedures must identify the persons or classes of persons within 
the covered entity who need access to the information to carry out 
their job duties, the categories or types of protected health 
information needed, and the conditions appropriate to such access. For 
routine or recurring requests and disclosures, the policies and 
procedures may be standard protocols. Non-routine requests for, and 
disclosures of, protected health information must be reviewed 
individually.
    With regard to disclosures, the Privacy Rule permits a covered 
entity to rely on the judgment of certain parties requesting the 
disclosure as to the minimum amount of information that is needed. For 
example, a covered entity is permitted reasonably to rely on 
representations from a public official, such as a State workers' 
compensation official, that the information requested is the minimum 
necessary for the intended purpose. Similarly, a covered entity is 
permitted reasonably to rely on the judgment of another covered entity 
that the information requested is the minimum amount of information 
reasonably necessary to fulfill the purpose for which the request has 
been made. See Sec. 164.514(d)(3)(iii).
    March 2002 NPRM. The Department proposed a number of minor 
modifications to the minimum necessary standard to clarify the 
Department's intent or otherwise conform these provisions to other 
proposed modifications. First, the Department proposed to separate 
Sec. 164.502(b)(2)(ii) into two subparagraphs (Sec. 164.502(b)(2)(ii) 
and (iii)) to eliminate confusion regarding the exception to the 
minimum necessary standard for uses or disclosures made pursuant to an 
authorization under Sec. 164.508, and the separate exception for 
disclosures made to the individual. Second, to conform to the proposal 
to eliminate the special authorizations required by the Privacy Rule at 
Sec. 164.508(d), (e), and (f), the Department proposed to exempt from 
the minimum necessary standard any uses or disclosures for which the 
covered entity had received an authorization that meets the 
requirements of Sec. 164.508, rather than just those authorizations 
initiated by the individual.
    Third, the Department proposed to modify Sec. 164.514(d)(1) to 
delete the term ``reasonably ensure'' in response to concerns that the 
term connotes an absolute, strict standard and, therefore, is 
inconsistent with the Department's intent that the minimum necessary 
requirements be reasonable and flexible to the unique circumstances of 
the covered entity. In addition, the Department proposed to generally 
revise the language in Sec. 164.514(d)(1) to be more consistent with 
the description of standards elsewhere in the Privacy Rule.
    Fourth, so that the minimum necessary standard would be applied 
consistently to requests for, and disclosures of, protected health 
information, the Department proposed to add a provision to 
Sec. 164.514(d)(4) to make the implementation specifications for 
applying the minimum necessary standard to requests for protected 
health information by a covered entity more consistent with the 
corresponding implementation specifications for disclosures. 
Specifically, for requests not made on a routine and recurring basis, 
the Department proposed to add the requirement that a covered entity 
must implement the minimum

[[Page 53196]]

necessary standard by developing and implementing criteria designed to 
limit its request for protected health information to the minimum 
necessary to accomplish the intended purpose.
    Overview of Public Comments. The following discussion provides an 
overview of the public comment received on this proposal. Additional 
comments received on this issue are discussed below in the section 
entitled, ``Response to Other Public Comments.''
    The Department received a number of comments on its proposal to 
exempt from the minimum necessary standard any use or disclosure of 
protected health information for which the covered entity has received 
an authorization that meets the requirements of Sec. 164.508. Many 
commenters supported this proposal. A few commenters generally urged 
that the minimum necessary standard be applied to uses and disclosures 
pursuant to an authorization. A few other commenters appeared to 
misinterpret the policy in the December 2000 Rule and urged that the 
Department retain the minimum necessary standard for disclosures 
``pursuant to an authorization other than disclosures to an 
individual.'' Some commenters raised specific concerns about 
authorizations for psychotherapy notes and the particular need for 
minimum necessary to be applied in these cases.
    A number of commenters expressed support for the Department's 
statements in the preamble to the proposed Rule reinforcing that the 
minimum necessary standard is intended to be flexible to account for 
the characteristics of the entity's business and workforce, and not 
intended to override the professional judgment of the covered entity. 
Similarly, some commenters expressed support for the Department's 
proposal to remove the term ``reasonably ensure'' from 
Sec. 164.514(d)(1). However, a few commenters expressed concerns that 
the proposed alternative language actually would implement a stricter 
standard than that included in the December 2000 Privacy Rule.
    Final Modifications. In this final Rule, the Department adopts the 
proposed policy to exempt from the minimum necessary standard any uses 
or disclosures for which the covered entity has received an 
authorization that meets the requirements of Sec. 164.508. The final 
modification adopts the proposal to eliminate the special 
authorizations that were required by the December 2000 Privacy Rule at 
Sec. 164.508(d), (e), and (f). (See section III.E.1. of the preamble 
for a detailed discussion of the modifications to the authorization 
requirements of the Privacy Rule.) Since the only authorizations to 
which the minimum necessary standard applied are being eliminated in 
favor of a single consolidated authorization, the final Rule 
correspondingly eliminates the minimum necessary provisions that 
applied to the now-eliminated special authorizations. All uses and 
disclosures made pursuant to any authorization are exempt from the 
minimum necessary standard.
    In response to commenters who opposed this proposal as a potential 
weakening of privacy protections or who wanted the minimum necessary 
requirements to apply to authorizations other than disclosures to the 
individual, the Department notes that nothing in the final Rule 
eliminates an individual's control over his or her protected health 
information with respect to an authorization. All authorizations must 
include a description of the information to be used and disclosed that 
identifies the information in a specific and meaningful fashion as 
required by Sec. 164.508(c)(1)(i). If the individual does not wish to 
release the information requested, the individual has the right to not 
sign the authorization or to negotiate a narrower authorization with 
the requestor.
    Additionally, in response to those commenters who raised specific 
concerns with respect to authorizations which request release of 
psychotherapy notes, the Department clarifies that the final Rule does 
not require a covered entity to use and disclose protected health 
information pursuant to an authorization. Rather, as with most other 
uses and disclosures under the Privacy Rule, this is only a permissible 
use or disclosure. If a covered health care provider is concerned that 
a request for an individual's psychotherapy notes is not warranted or 
is excessive, the provider may consult with the individual to determine 
whether or not the authorization is consistent with the individual's 
wishes.
    Further, the Privacy Rule does not permit a health plan to 
condition enrollment, eligibility for benefits, or payment of a claim 
on obtaining the individual's authorization to use or disclose 
psychotherapy notes. Nor may a health care provider condition treatment 
on an authorization for the use or disclosure of psychotherapy notes. 
Thus, the Department believes that these additional protections 
appropriately and effectively protect an individual's privacy with 
respect to psychotherapy notes.
    The final Rule also retains for clarity the proposal to separate 
Sec. 164.502(b)(2)(ii) into two subparagraphs (Sec. 164.502(b)(2)(ii) 
and (iii)); commenters did not explicitly address or raise issues with 
this proposed clarification.
    In response to concerns that the proposed language at 
Sec. 164.514(d)(1) would implement a stricter standard, the Department 
disagrees and, therefore, adopts the proposed language. The language in 
Sec. 164.514(d)(1) describes the standard: covered entities are 
required to meet the requirements in the implementation specifications 
of Sec. 164.514(d)(2) through (d)(5). The implementation specifications 
describe what covered entities must do reasonably to limit uses, 
disclosures, and requests to the minimum necessary. Thus, the 
Department believes that the language in the implementation 
specifications is adequate to reflect the Department's intent that the 
minimum necessary standard is reasonable and flexible to accommodate 
the unique circumstances of the covered entity.
    Commenters also generally did not address the Department's proposed 
clarification to make the implementation specifications for requests of 
protected health information consistent with those for disclosures of 
protected health information. Consequently, as commenters did not raise 
concerns with the proposal, this final Rule adopts the proposed 
provision at Sec. 164.514(d)(4). For requests of protected health 
information not made on a routine and recurring basis, a covered entity 
must implement the minimum necessary standard by developing and 
implementing criteria designed to limit its request for protected 
health information to the minimum necessary to accomplish the intended 
purpose.

Response to Other Public Comments

    Comment: Many commenters recommended changes to the minimum 
necessary standard unrelated to the proposed modifications. For 
example, some commenters urged that the Department exempt from the 
minimum necessary standard all uses of protected health information, or 
at least uses of protected health information for treatment purposes. 
Alternatively, one commenter urged that the minimum necessary standard 
be applied to disclosures for treatment purposes. Others requested that 
the Department exempt uses and disclosures for payment and health care 
operations from the standard, or exempt disclosures to another covered 
entity for such purposes. A few commenters argued that the minimum 
necessary standard should not apply to disclosures to another covered 
entity. Some urged that the minimum

[[Page 53197]]

necessary standard be eliminated entirely.
    Response: The Department did not propose modifications relevant to 
these comments, nor did it seek comment on these issues. The proposed 
modifications generally were intended to address those problems or 
issues that presented workability problems for covered entities or 
otherwise had the potential to impede an individual's timely access to 
quality health care. Moreover, the proposed modifications to the 
minimum necessary standard were either minor clarifications of the 
Department's intent with respect to the standard or would conform the 
standard to other proposed modifications. The Department has, in 
previous guidance as well as in the preamble to the December 2000 
Privacy Rule, explained its position with respect to the above 
concerns. The minimum necessary standard is derived from 
confidentiality codes and practices in common use today. We continue to 
believe that it is sound practice not to use or disclose private 
medical information that is not necessary to satisfy a request or 
effectively carry out a function. The privacy benefits of retaining the 
minimum necessary standard outweigh the burden involved with 
implementing the standard. The Department reiterates that position 
here.
    Further, the Department designed the minimum necessary standard to 
be sufficiently flexible to accommodate the various circumstances of 
any covered entity. Covered entities will develop their own policies 
and procedures to meet this standard. A covered entity's policies and 
procedures may and should allow the appropriate individuals within an 
entity to have access to protected health information as necessary to 
perform their jobs with respect to the entity's covered functions. The 
Department is not aware of any workability issues with this standard.
    With respect to disclosures to another covered entity, the Privacy 
Rule permits a covered entity reasonably to rely on another covered 
entity's request for protected health information as the minimum 
necessary for the intended disclosure. See Sec. 164.514(d)(3)(iii). The 
Department does not believe, therefore, that a blanket exception for 
such disclosures is justified. The covered entity who holds the 
information always retains discretion to make its own minimum necessary 
determination.
    Lastly, the Department continues to believe that the exception for 
disclosures to or requests by health care providers for treatment 
purposes is appropriate to ensure that access to timely and quality 
treatment is not impeded.
    As the Privacy Rule is implemented, the Department will monitor the 
workability of the minimum necessary standard and consider proposing 
revisions, where appropriate, to ensure that the Privacy Rule does not 
hinder timely access to quality health care.
    Comment: One commenter requested that the Department state in the 
preamble that the minimum necessary standard may not be used to 
interfere with or obstruct essential health plan payment and health 
care operations activities, including quality assurance, disease 
management, and other activities. Another commenter asked that the 
final Rule's preamble acknowledge that, in some cases, the minimum 
protected health information necessary for payment or health care 
operations will be the entire record. One commenter urged that the Rule 
be modified to presume that disclosure of a patient's entire record is 
justified, and that such disclosure does not require individual review, 
when requested for disease management purposes.
    Response: The minimum necessary standard is not intended to impede 
essential treatment, payment, or health care operations activities of 
covered entities. Nor is the Rule intended to change the way covered 
entities handle their differences with respect to disclosures of 
protected health information. The Department recognizes that, in some 
cases, an individual's entire medical record may be necessary for 
payment or health care operations purposes, including disease 
management purposes. However, the Department does not believe that 
disclosure of a patient's entire medical record is always justified for 
such purposes. The Privacy Rule does not prohibit the request for, or 
release of, entire medical records in such circumstances, provided that 
the covered entity has documented the specific justification for the 
request or disclosure of the entire record.
    Comment: A few commenters requested that the Department add to the 
regulatory text some of the statements included in the preamble to the 
proposed modifications. For example, commenters asked that the final 
Rule state that the minimum necessary standard is ``intended to be 
consistent with, and not override, professional judgement and 
standards.'' Similarly, others requested that the regulation specify 
that ``covered entities must implement policies and procedures based on 
their own assessment of what protected health information is reasonably 
necessary for a particular purpose, given the characteristics of their 
business and their workforce, and using their own professional 
judgment.''
    Response: It is the Department's policy that the minimum necessary 
standard is intended to be consistent with, and not override, 
professional judgment and standards, and that covered entities must 
implement policies and procedures based on their own assessment of what 
protected health information is reasonably necessary for a particular 
purpose, given the characteristics of their business and their 
workforce. However, the Department does not believe a regulatory 
modification is necessary because the Department has made its policy 
clear not only in the preamble to the proposed modifications but also 
in previous guidance and in this preamble.
    Comment: A commenter argued that the Department should exempt 
disclosures for any of the standard transactions as required by the 
Transactions Rule, when information is requested by a health plan or 
its business associate.
    Response: The Department disagrees. The Privacy Rule already 
exempts from the minimum necessary standard data elements that are 
required or situationally required in any of the standard transactions 
(Sec. 164.502(b)(2)(v)). If, however, a standard transaction permits 
the use of optional data elements, the minimum necessary standard 
applies. For example, the standard transactions adopted for the 
outpatient pharmacy sector use optional data elements. The payer 
currently specifies which of the optional data elements are needed for 
payment of its particular pharmacy claims. The minimum necessary 
standard applies to the payer's request for such information. A 
pharmacist is permitted to rely on the payer's request for information, 
if reasonable to do so, as the minimum necessary for the intended 
disclosure.
    Comment: A few commenters expressed concerns with respect to a 
covered entity's disclosures for research purposes. Specifically, one 
commenter was concerned that a covered entity will not accept 
documentation of an external IRB's waiver of authorization for purposes 
of reasonably relying on the request as the minimum necessary. It was 
suggested that the Department deem that a disclosure to a researcher 
based on appropriate documentation from an IRB or Privacy Board meets 
the minimum necessary standard.
    Response: The Department understands commenters' concerns that 
covered entities may decline to

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participate in research studies, but believes that the Rule already 
addresses this concern. The Privacy Rule explicitly permits a covered 
entity reasonably to rely on a researcher's documentation or the 
representations of an IRB or Privacy Board pursuant to Sec. 164.512(i) 
that the information requested is the minimum necessary for the 
research purpose. This is true regardless of whether the documentation 
is obtained from an external IRB or Privacy Board or one that is 
associated with the covered entity. The preamble to the March 2002 NPRM 
further reinforced this policy by stating that reasonable reliance on 
an IRB's documentation of approval of the waiver criteria and a 
description of the data needed for the research as required by 
Sec. 164.512(i) would satisfy a covered entity's obligations with 
respect to limiting the disclosure to the minimum necessary. The 
Department reiterates this policy here and believes that this should 
give covered entities sufficient confidence in accepting IRB waivers of 
authorization.
    Comment: A number of commenters requested that the Department limit 
the amount of information that pharmacy benefits managers (PBM) may 
demand from pharmacies as part of their claims payment activities.
    Response: The health plan, as a covered entity, is obligated to 
instruct the PBM, as its business associate acting through the business 
associate contract, to request only the minimum amount of information 
necessary to pay a claim. The pharmacist may rely on this determination 
if reasonable to do so, and then does not need to engage in a separate 
minimum necessary assessment. If a pharmacist does not agree that the 
amount of information requested is reasonably necessary for the PBM to 
fulfill its obligations, it is up to the pharmacist and PBM to 
negotiate a resolution of the dispute as to the amount of information 
needed by the PBM to carry out its obligations and that the pharmacist 
is willing to provide, recognizing that the PBM is not required to pay 
claims if it has not received the information it believes is necessary 
to process the claim in accordance with its procedures, including fraud 
prevention procedures.
    The standard for electronic pharmacy claims, adopted by the 
Secretary in the Transactions Rule, includes optional data elements and 
relies on each payer to specify the data elements required for payment 
of its claims. Understandably, the majority of health plans require 
some patient identification elements in order to adjudicate claims. As 
the National Council for Prescription Drug Programs (NCPDP) moves from 
optional to required and situational data elements, the question of 
whether the specific element of ``patient name'' should be required or 
situational will be debated by the NCPDP, by the Designated Standards 
Maintenance Organizations, by the National Committee on Vital and 
Health Statistics, and ultimately will be decided in rulemaking by the 
Secretary.
    Comment: One commenter requested that the minimum necessary 
standard be made an administrative requirement rather than a standard 
for uses and disclosures, to ease liability concerns with implementing 
the standard. The commenter stated that this change would mean that 
covered entities would be required to implement reasonable minimum 
necessary policies and procedures and would be liable if: (1) They fail 
to implement minimum necessary policies and procedures; (2) their 
policies and procedures are not reasonable; or (3) they fail to enforce 
their policies and procedures. The commenter further explained that 
health plans would be liable if their policies and procedures for 
requesting health information were unreasonable, but the burden of 
liability for the request shifts largely to the entity best suited to 
determine whether the amount of information requested is the minimum 
necessary.
    Response: The Privacy Rule already requires covered entities to 
implement reasonable minimum necessary policies and procedures and to 
limit any use, disclosure, or request for protected health information 
in a manner consistent with its policies and procedures. The minimum 
necessary standard is an appropriate standard for uses and disclosures, 
and is not merely an administrative requirement. The Privacy Rule 
provides adequate flexibility to adopt minimum necessary policies and 
procedures that are workable for the covered entity, thereby minimizing 
a covered entity's liability concerns.
    Comment: A number of commenters expressed concerns about 
application of the minimum necessary standard to disclosures for 
workers' compensation purposes. Commenters argued that the standard 
will prevent workers' compensation insurers and State administrators, 
as well as employers, from obtaining the information needed to pay 
injured workers the benefits guaranteed under the State workers' 
compensation system. They also argued that the minimum necessary 
standard could lead to fraudulent claims and unnecessary legal action 
in order to obtain information needed for workers' compensation 
purposes.
    Response: The Privacy Rule is not intended to disrupt existing 
workers' compensation systems as established by State law. In 
particular, the Rule is not intended to impede the flow of health 
information that is needed by employers, workers' compensation 
carriers, or State officials in order to process or adjudicate claims 
and/or coordinate care under the workers' compensation system. To this 
end, the Privacy Rule at Sec. 164.512(l) explicitly permits a covered 
entity to disclose protected health information as authorized by, and 
to the extent necessary to comply with, workers' compensation or other 
similar programs established by law that provide benefits for work-
related injuries or illnesses without regard to fault. The minimum 
necessary standard permits covered entities to disclose any protected 
health information under Sec. 164.512(l) that is reasonably necessary 
for workers' compensation purposes and is intended to operate so as to 
permit information to be shared for such purposes to the full extent 
permitted by State or other law.
    Additionally, where a State or other law requires a disclosure of 
protected health information for workers' compensation purposes, such 
disclosure is permitted under Sec. 164.512(a). A covered entity a