2017-640-E HR - Flexible Benefits Administrators, Inc. (FBA) to authorize FBA to work directly with Delta Dental

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DocuSign Envelope ID:B156146B-0400-4433-84BD-A56E1DCE5DA7 Delta Dental, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses related to the defense of any claims) resulting from or arising out of any data entered by Vendor's employees/agents or any other third party acting on behalf of Vendor. In addition, Vendor recognizes that Delta Dental retains sole title, right and interest in the intellectual property rights of its Online Toolkit including, but not limited to, any applicable copyrights. As such, neither Vendor nor any of its employees, officers, directors or agents shall attempt to reproduce, modify, reverse assemble, reverse compile or reverse engineer the source code of Delta Dental's Online Toolkit. In addition, Vendor acknowledges that in using the Online Toolkit, Vendor will have access to proprietary business information of Delta Dental. Vendor agrees not to attempt to reverse engineer or otherwise use Delta Dental's proprietary business information except for the purposes permitted under this Agreement. 8. Upon the completion of the Services for Employer, Vendor will immediately return or destroy all Data received from Delta Dental, without retaining any copies thereof (except for disaster recovery copies where that specific data cannot be deleted immediately) and will continue to be bound by this Agreement. Vendor will provide certification of such deletion/destruction to Delta Dental upon request. Notwithstanding the preceding sentence, if Vendor reasonably determines that such return or destruction is not feasible, it shall extend the protections of this Agreement to such information and limit further uses and disclosures to those purposes that make the return or destruction of the Data infeasible. 9. Upon a breach of this Agreement by Vendor, Vendor will immediately return, upon Delta Dental's request, all Data received from Delta Dental without retaining any copies thereof. Without prejudice to any other rights and remedies available to Delta Dental, if Vendor does not comply with the provisions of this paragraph, Delta Dental will be entitled to equitable relief by way of specific performance to enforce the provisions of this paragraph 9. 10. Each party recognizes and agrees that irreparable injury would be caused to the other parties that may not be compensable in money damages in the event of a breach of this Agreement. Without prejudice to any other rights and remedies available to the parties, the non-breaching party will be entitled to seek injunctive and other equitable or legal relief to prevent any actual, intended or likely injuries which may result from a breach. 11. Each party shall assume liability solely for its own actions and shall not be responsible for the actions or omissions of the other party. 12. The parties acknowledge and agree that the confidentiality and indemnification obligations under this Agreement will survive the expiration or termination of this Agreement, and any other contractual relationships between Vendor and Employer. 13. DELTA DENTAL MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE COMPATIBILITY OF SUCH INFORMATION OR THE FORMAT IN WHICH IT IS PROVIDED, WITH VENDOR'S HARDWARE AND SYSTEMS. DELTA DENTAL SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, ELECTRONIC TRANSMISSIONS PASSING OVER THE INTERNET ARE NOT GUARANTEED TO BE SECURE, AND DELTA DENTAL DOES NOT WARRANT THE SECURITY OR PRIVACY OF ANY SUCH TRANSMISSIONS, MESSAGES, OR COMMUNICATIONS BY VENDOR AND/OR ITS EMPLOYEES/AGENTS. Page 3 of 4 P:\Legal\CTS\DDNC\ORANGE COUNTY-FLEXIBLE BENEFIT ADMINISTRATORS Vendor Authorization Agreement(governmental entity((7-13-2017).doc