1997 S Personnel - Human Affairs International for Employee Assistance Program Contract Renewal

Browse Search

. t 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. HAI 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 HAI 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 HAI except with the prior written consent of HAI or as otherwise expressly authorized by this Agreement. (b) Sponsor expressly acknowledges that HAI 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 HAI(collectively,the"Proprietary Materials"). Sponsor agrees that the Proprietary Materials shall remain the sole property of HAI and that Sponsor will refrain from interfering with and/or appropriating any of HAI'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 3.1(a). (c) Notwithstanding any other provision of this Agreement,HAI 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 HAI 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 and 11(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 event of such breach or any threat of breach,the other party shall be entitled,in addition to any other remedies to which such other party may be entitled at law or in equity,to an immediate injunction and restraining order to prevent such breach and/or threatened breach without having to provide a bond or other security or prove damages. (e) Except for Information returned to Sponsor in accordance with Section 2.3(b)and Clinical Records delivered to a third party pursuant to the terms of this Agreement or as required by law,HAI shall retain all books and records relating to Services performed hereunder by HAI(and other books and required as may be required by law)for a period of seven(7)years from the date of the relevant treatment or filing of claim,as applicable,or such longer period as may be required by law. Upon reasonable request,for purposes related to the administration of the Plan and to the extent permitted by law or regulation,HAI shall make such records available to Sponsor during regular business hours at the principal administrative offices of HAI for examination,auditing or copying. HAI shall maintain all such books and records in accordance with prudent standards of record keeping. Human Affairs International,Incorporated 5/7/97 Services Agreement 5