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DocuSign Envelope ID:6E9B5308-6677-4F2E-9268-29D6E1A4FD76 <br /> employees or WorkSTEPS licensed Providers associated with the delivery of these services to <br /> COUNTY. <br /> u <br /> 6. Insurance: The Provider and WorkSTEPS shall obtain,at its sole expense, all insurance needed to <br /> adequately insure itself during the performance of these services as required by the County's Risk <br /> Management Policy. <br /> 7. Indemni : The Provider and WorkSTEPS agrees to defend,indemnify, and hold harmless Orange <br /> County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including <br /> reasonable attorney's fees)arising from bodily injury, including death,to any person or persons or <br /> damage to or destruction of any property caused in whole or in part by any negligent or intentional <br /> act or omission on the part of the Provider or WorkSTEPS. <br /> 8. Compliance with Laws: The Parties agree that they will comply with all federal and state laws in <br /> the compliance of this Agreement. County acknowledges that the County is responsible for <br /> Y <br /> making employment decisions concerning any post-employment candidates' or current <br /> employees' suitability for employment or continued employment and for making decisions <br /> concerning reasonable accommodations. <br /> 9. Termination: This Agreement may be terminated by either Party upon written notice to the other <br /> Parties. Receipt shall be deemed effective upon actual delivery to the noticed Party. Upon <br /> termination, COUNTY shall be responsible to pay for any employment tests that have actually <br /> been performed prior to the termination. <br /> 10. Confidentiality: The Provider and WorkSTEPS shall keep all information or materials received <br /> from the COUNTY strictly confidential, and shall not divulge any such information or materials <br /> without the express written consent of COUNTY. Notwithstanding any prohibition contained <br /> within this Section, The PARTIES may release data or information as contemplated herein should <br /> a state or federal court of law require it. WorkSTEPS may also release data or information <br /> received from the testing of COUNTY's employees for any legitimate business purpose,provided <br /> that (i) any personal information is kept confidential, and (ii) that all state and federal laws <br /> regarding such data or information are strictly followed. <br /> 11. Trademark Copyright and Proprietary Information: COUNTY acknowledges that is has been <br /> advised that WorkSTEPS believes the WorkSTEPS name, and its marks and proprietary software, <br /> protocols and testing process are federally trademarked and copyrighted. COUNTY agrees that <br /> WorkSTEPS proprietary software, protocols, processes, procedures, including modifications <br /> thereto, are, and shall be considered "proprietary" and "confidential information." WorkSTEPS <br /> confidential and proprietary information will be provided to COUNTY for the sole purpose of <br /> having the WorkSTEPS Provider provide functional employment testing services to the <br /> COUNTY. COUNTY acknowledges, agrees and confirms that COUNTY's disclosure or <br /> misappropriation of WorkSTEPS proprietary information could cause irreparable injury to <br /> WorkSTEPS, and COUNTY hereby expressly agrees that it will not use the confidential and <br /> proprietary information provided to COUNTY, except for the express purposes described in this <br /> Agreement except as provided below. <br /> All data and information generated by the WorkSTEPS Functional Employment Testing Program <br /> for COUNTY shall be the property of WorkSTEPS and COUNTY. WorkSTEPS shall use best <br /> efforts to keep such data or information in a legally compliant manner pursuant to all state or <br /> federal laws affecting such data or information. COUNTY may keep copies of data or information <br /> for use in its normal course of business, but COUNTY hereby agrees that should it have <br /> possession of any WorkSTEPS materials, forms, procedures, protocols, or information, that such <br /> shall be deemed proprietary and confidential and kept strictly confidential. COUNTY shall use <br /> best efforts to see that such is not utilized for any purpose that would reasonably be deemed in <br /> competition with WorkSTEPS. <br /> Revised 10/2015 3 <br />