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Section 10.5 Service Auditor Reports. United may make its Type II service auditor report("Report") available to
<br /> United's self-funded customers each year for Customer's review in connection with Plan administrative purposes
<br /> only. The Report will be issued under the guidance of Statement on Standards for Attestation Engagements #16
<br /> (SSAE16). Should new guidelines covering service auditor reports be issued,United may make the equivalent of,or
<br /> any successor to, the SSAE16 Type II Report available to United's self-funded customers. The Report is United's
<br /> Proprietary Business Information and shall not be shared with any third parties without United's prior written
<br /> approval; provided, however, that Customer can share the Report with: (i) Customer's independent public
<br /> accounting firm; and/or(ii) Customer's consultants,provided that such consultants are not in any way a competitor
<br /> of United's and that Customer informs its consultants that the report was not prepared for their use. To the extent
<br /> that Customer does provide the Report to its independent public accounting firm or a consultant as permitted herein,
<br /> Customer shall require that they retain the Report as confidential and that they not disclose such Report to any other
<br /> persons or entities.
<br /> Section 10.6 PHI.The parties'obligations with respect to the use and disclosure of PHI are outlined in the Business
<br /> Associate Addendum attached to this Agreement as Exhibit D.
<br /> Section 11—System Access
<br /> Section 11.1 System Access. United grants Customer the nonexclusive, nontransferable right to access and use the
<br /> functionalities contained within the Systems,under the terms specified in this Agreement. Customer agrees that all
<br /> rights, title, and interest in the Systems and all rights in patents, copyrights, trademarks, and trade secrets
<br /> encompassed in the Systems will remain United's. To obtain access to the Systems, Customer will obtain, and be
<br /> responsible for maintaining, at no expense to United, the hardware, software, and Internet browser requirements
<br /> United provides to Customer, including any amendments thereto. Customer will be responsible for obtaining an
<br /> Internet Service Provider or other access to the Internet. Customer will not (i) access Systems or use, copy,
<br /> reproduce,modify,or excerpt any Systems documentation provided by United in order to access or utilize Systems,
<br /> for purposes other than as expressly penmitted under this Agreement or(ii) share,trwisfer, or lease Customer's right
<br /> to access and use Systems, to any other person or entity which is not a party to this Agreement. Customer may
<br /> designate any third parry, with prior approval from United, to access Systems on Customer's behalf, provided the
<br /> third party agrees to these terms and conditions of Systems access and Customer assumes joint responsibility for
<br /> such access.
<br /> Section 11.2 Security Procedures. Customer will use commercially reasonable physical and software-based
<br /> measures to protect the passwords and user IDs provided by United for access to and use of any web site provided in
<br /> connection with the services. Customer shall use commercially reasonable anti-virus software, intrusion detection
<br /> and prevention system, secure file transfer and connectivity protocols to protect any email and confidential
<br /> communications provided to United, and maintain appropriate logs and monitoring of system activity, Customer
<br /> shall notify United within a reasonable timeframe of any (a) unauthorized access or damage, including damage
<br /> caused by computer viruses resulting from direct access connection, and(b) misuse and/or unauthorized disclosure
<br /> of passwords and user IDs provided by United which impact the System.
<br /> Section 11.3 System Access Termination. United reserves the right to terminate Customer's System access (i) on
<br /> the date Customer fails to accept the hardware, software and browser requirements provided by United, including
<br /> any amendments thereto or (ii) immediately on the date United reasonably determines that Customer has (i)
<br /> breached,or allowed a breach of,any applicable provision of this Section 11 or(ii)materially breached or allowed a
<br /> material breach of,any other applicable provision of this Agreement. Customer's System Access will also terminate
<br /> upon termination of this Agreement, provided however that if run-out is provided in accordance with Exhibit A-
<br /> Services, Customer may continue to access applicable functionalities within the Systems during the run-out period.
<br /> Upon any of the termination events described in this Agreement, Customer agrees to cease all use of Systems, and
<br /> United will deactivate Customer's identification numbers,passwords,and access to the System.
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