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DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3
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<br />TRUSTCOMMERCEm
<br />Client Services Agreement
<br />SAFEGUARDING DATA. POWERING PAYMENTS. TC CSA 2017 09
<br />b) Trade Secrets Designated by Company. For purposes of this Agreement, the term "Trade Secrets" is restricted solely to
<br />information provided by Company that satisfies the definition of trade secret set out in N.C.G.S. § 66 -152, and it does not include
<br />Company price information under any circumstances. Company warrants that it has formed a good faith opinion, having received
<br />such necessary or proper review by counsel and other knowledgeable advisors, that any information disclosed to Client that it has
<br />designated as trade secret or confidential meets the requirements of N.C.G.S. § 66 -152. Client, as an agency of the State of North
<br />Carolina, may serve as custodian of Company's confidential information and not as an arbiter of claims against Company's assertion
<br />of confidentiality. Insofar as is permitted by law and regulatory or accrediting agencies, Client will maintain the confidentiality of
<br />information warranted in good faith by Company as meeting the requirements of N.C.G.S. § 66 -152. Notwithstanding, if an action is
<br />brought pursuant to N.C.G.S. § 132 -9 (North Carolina Public Records Act) or other authority to compel Client to disclose information
<br />Company has designated as confidential or trade secret, Company agrees that it will intervene in the action through its counsel and
<br />participate in defending Client, including any public official(s) or public employee(s). Company agrees that it shall hold Client and
<br />any official(s) and individual(s) harmless from any and all damages, costs, and attorneys' fees awarded against Client in such an
<br />action. Client agrees to promptly notify Company in writing of any action seeking to compel the disclosure of Company's
<br />confidential information. Client shall have the right, at its option and expense, to participate in the defense of such an action
<br />through its counsel. Client shall have no liability to Company with respect to the disclosure of Company's confidential information
<br />ordered by a court of competent jurisdiction pursuant to N.C.G.S.§ 132 -9 or other applicable law, or required by law or regulatory or
<br />accrediting agencies. Subject to this provision, Client agrees to protect and not to disclose Company's confidential information other
<br />than those employees, agents and consultants ( "Authorized Representatives) required to access such information in furtherance of
<br />their performance obligations under this Agreement. Client represents that all Client Authorized Representatives will be bound by
<br />the terms of a confidentiality agreement and obligated to protect Company's confidential information and only utilize such
<br />information in furtherance of the purposes of this Agreement.
<br />c) Client Confidential Information Protected by Law. For purposes of this Agreement, "Client confidential information" shall
<br />include certain classes of information whose confidentiality Client is obligated by federal or state law to protect, including patient
<br />information and employee information of which Client is custodian. Company agrees to hold Client confidential information in
<br />strictest confidence and (a) to use any Client confidential information disclosed to it solely for the purpose required in connection
<br />with the business relationship of the parties as expressed in this Agreement; (b) not to disclose any Client confidential information to
<br />any person or entity other than its agents, employees, or representatives who have a need to know such information and in
<br />accordance with the provisions of this Section and in accordance with Company's obligations under state and federal law; (c) not to
<br />reproduce, distribute, or otherwise disseminate Client confidential information; and (d) upon execution of Company's Data Transfer
<br />and Release Agreement, to return Client confidential information to Client upon its request or upon the termination of this
<br />Agreement, whichever occurs first. Company does not require any personal identifiable health information ( "PHI ") associated with a
<br />patient, or the treatment of a patient. Although PCI compliant, Company is not currently evaluated for HIPAA or Hi -Tech
<br />compliance.
<br />d) Company agrees to incorporate, or represents that such similar confidentiality protections described in this Section are in, or
<br />will be put into related contracts it enters into with third parties for purposes of carrying out its obligations under this Agreement.
<br />Company warrants that its obligations regarding Client confidential information will be made known to and honored by its agents,
<br />employees, and representatives; by its third -party contractors and their agents, employees, and representatives; and by any
<br />subsidiary company, parent company, or company related to such party by common ownership, and its agents, employees, and
<br />representatives. Subject to the limitations of liability contained within the Agreement, Company agrees that it will take full
<br />responsibility for any disclosure of Client confidential information, intentional or unintentional, by its employees, subcontractors or
<br />agents.
<br />e) The obligations of Company and its employees, agents, and representatives, and any subsidiary company, parent company, or
<br />company related to such party by common ownership, and its agents, employees, and representatives, under this Section shall
<br />survive the expiration, termination, or cancellation of this Agreement and /or the business relationship of the parties, and shall
<br />continue to bind these entities. Except under the conditions specified in this Section, Client confidential information shall not be
<br />disclosed at any time following the execution of this Agreement.
<br />13. TERMINATION
<br />Either party may terminate this Agreement in the event of a breach of this Agreement by the other party upon thirty (30) days' prior
<br />written notice to the other party. Notwithstanding the foregoing, Company may immediately suspend providing TC Services
<br />TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials:
<br />Tel 800.915.1680 Fax 949.266.0359 P a g e 1 6
<br />Info @TrustCommerce.com I www.TrustCommerce.com
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