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DocuSign Envelope ID: 57C7A907-5B58-49D3-A739-6F02F5DAADB5
<br /> United reserves the right to terminate Vendor's Systems access at any time. Systems access will automatically
<br /> terminate on the date Vendor's business relationship with Employer ends. Upon termination of Systems access,
<br /> Vendor will cease all use of the Systems.
<br /> Electronic Transmission: If Vendor receives the Confidential Information from United via electronic means such
<br /> as FTP transmission,Vendor shall use reasonable physical and software-based security measures,commonly used in
<br /> the electronic data interchange field,to protect Confidential Information sent to, or received from,United. Vendor
<br /> shall implement and comply with, and shall not attempt to circumvent or bypass, United's security procedures for
<br /> the use of the electronic method of Confidential Information transmission. Vendor shall notify United promptly if
<br /> Vendor is aware of any breach of the security procedures, such as unauthorized use, or if Vendor suspects such a
<br /> breach. United reserves the right to terminate electronic transmission immediately on the date United reasonably
<br /> determines that Vendor has breached, or allowed a breach of,this provision of the Agreement. United also reserves
<br /> the right to change or upgrade its method of Confidential Information transmission with reasonable notice to
<br /> Vendor.
<br /> Permitted Uses: Vendor and Employer: (a) shall not use (deemed to include, but not be limited to, using,
<br /> exploiting, duplicating,recreating,modifying, decompiling, disassembling,reverse engineering,translating,creating
<br /> derivative works, adding to a Vendor database, aggregating,benchmarking or disclosing Confidential Information to
<br /> another person or permitting any other person to do so) Confidential Information except for purposes of the
<br /> Services; (b)shall not use Confidential Information for the creation, operation or contribution to the development of
<br /> any cost or price transparency tool program that would enable Plan members to obtain comparative cost and pricing
<br /> information across providers in a service area for episodes of care, treatments and procedures, or for any similar
<br /> program or to create, develop, design, implement networks, including but not limited to Accountable Care
<br /> Organizations (ACOs), Centers of Excellence (COEs),narrow or tiered networks; (c) shall limit use of Confidential
<br /> Information only to its authorized employees who have a need to know for purposes of the Services and who are
<br /> bound by as strict of confidentiality standards as set forth herein, and apply the minimum necessary principles as
<br /> outlined under the Health Insurance Portability and Accountability Act of 1996, as amended, to Proprietary
<br /> Information as well as confidential health information; (d) shall not aggregate or incorporate Confidential
<br /> Information across multiple Employers or Plans without United's prior written permission; (e)shall comply with all
<br /> applicable laws and regulations governing the use and disclosure of information; (f) shall use and require its
<br /> employees to use, at least the same degree of care to protect the Confidential Information as is used with Vendor's
<br /> own proprietary and confidential information; (g) shall take reasonable administrative physical and technical
<br /> safeguards to protect any and all Confidential Information from unauthorized use, access and disclosure; (h) shall
<br /> not disclose Confidential information to any of Vendor's affiliated entities for any use or purpose not directly related
<br /> to the Services, including but not limited to any use or purpose that might harm United's competitive position; (i)
<br /> may release Confidential Information in response to a subpoena or other legal process to disclose Confidential
<br /> Information after giving United reasonable prior notice of such disclosure if legally permissible,so United may seek
<br /> an appropriate protective order or other relief; (j)(or any of their respective personnel) shall not utilize Confidential
<br /> Information, including any aggregate or de-identified data derived from such Confidential Information, for its or his
<br /> or her benefit, commercial or otherwise, or for the benefit of any other person(including, without limitation, any of
<br /> the subsidiaries or affiliates of Employer or Vendor), or to the detriment of United, except as may be expressly
<br /> subsequently authorized in writing and on terms and conditions deemed necessary by United, including but not
<br /> limited to having a separate confidentiality agreement in place with such affiliate or consultant; and (k) shall not
<br /> provide Proprietary Information to any third parties unless expressly agreed to in this Agreement or otherwise by
<br /> United, however, Vendor may share Proprietary Information with Employer subject to Employer's obligations.
<br /> Specifically, United's Proprietary Information related to allowable or discount amounts cannot be used for the
<br /> purposes of building provider networks including Accountable Care Organizations (ACOs), Centers of Excellence
<br /> (COEs)provider contracts or other network strategies.
<br /> Use of Pharmacy Data: If any Confidential Information which concerns or relates to pharmacy claims,pharmacy
<br /> providers (including,but not limited to,rates paid to such pharmacy providers)and/or any other pharmacy services-
<br /> related matter(collectively, "Pharmacy Confidential Information") is provided to Vendor pursuant to the provisions
<br /> of this Agreement, then the following terms shall control Vendor's use and disclosure of such Pharmacy
<br /> Confidential Information in addition to the other terms and conditions contained in this Agreement. In the event of a
<br /> conflict between this Section and other provisions in the Agreement, this Section shall control for purposes of the
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