2001 S Personnel - Magellan Behavioral Health Employee Assistance Program Contract Renewal

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Information, including without limitation Proprietary Materials, in its possession or control except to the extent such information must be retained or kept confidential by Magellan (or by Providers rendering Services hereunder) according to applicable law or as expressly provided in this Agreement. Sponsor shall pay reasonable costs and fees associated with Magellan's transfer of such Information. At the request of Sponsor or Magellan, the other party shall deliver promptly to the requesting party a certificate representing and certifying that such party has either destroyed or returned to the requesting party all Information of the requesting party in compliance with this Section 2.3(b). (b) with respect to Participants who require treatment which continues or is related to treatment received under this Agreement, and to the extent authorized by Participants or state law, Magellan agrees to deliver copies of relevant Clinical Records in its possession, and to make reasonable efforts to obtain the cooperation of Providers in delivering copies of relevant Clinical Records in their possession, directly to the new providers of such treatment or to the new vendor of the applicable administrative or managed care services. Sponsor agrees that it shall be responsible for all reasonable costs associated with copying and transfer of such Clinical Records. ARTICLE III GENERAL COVENANTS AND OBLIGATIONS 3.1 Confidentiality Proprietary Rights: Records. - (a) Each party acknowledges that performance of the Services may involve access to and disclosure of data, rates, procedures, materials, lists, systems and information belonging to the other or to Participants (collectively, "Information "). All Information shall be kept strictly confidential and shall not be disclosed to any third party except (1) with the express prior written consent of the party to which such Information relates, (2) such Information which is, at the time of such disclosure, already in the public domain by publication or otherwise and not by reason of any act or omission of the disclosing party, or (3) as may be required by law. Magellan agrees that it shall not use any Information of Sponsor or any Participant except for the purpose of performing the Services. Notwithstanding the above, Sponsor agrees that Magellan may make accurate references to Sponsor and the Plan in its marketing activities and in informing health care providers as to the organizations and benefit plans for which Services are to be provided. Sponsor agrees that it shall not use any Information of Magellan except with the prior written consent of Magellan or as otherwise expressly authorized by this Agreement. (b) Sponsor expressly acknowledges that Magellan has developed manuals, procedures, Processes, publications, systems, management reports, knowledge, names, logos, trademarks, service marks and information related to the Services which are proprietary in nature and which constitute trade secrets or other intellectual property of Magellan (collectively, the "Proprietary Materials "). Sponsor agrees that the Proprietary Materials shall remain the sole property of Magellan and that Sponsor will refrain from interfering with and/or appropriating any of Magellan's proprietary rights therein. Sponsor agrees that all Proprietary Materials shall constitute Information for purposes of the covenants and obligations contained in Sections 2.3(b) and 21W. . (c) Notwithstanding any other provision of this Agreement, Magellan shall not be compelled to disclose or deliver to Sponsor any Clinical Record, except with the written consent of the relevant Participant or except as required by applicable law. For purposes of this Agreement, Clinical Records are deemed to be Information of Magellan and/or Providers, as applicable. Non - Clinical Records constitute Information of Sponsor. (d) The parties hereto acknowledge and agree that any breach of the terms of Sections 3.1(a), 3.1(b) and 3.1(c) above would result in irreparable injury and damage to the other party for which the other party would have no adequate remedy at law; the parties hereto therefore also acknowledge and agree that in the Magellan Behavioral Health RSBM Services Agreement 4 01/03/01