2019-597-E Human Resources - Select Physical Therapy work fitness testing

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DocuSign Envelope ID:00D05599-14C3-451E-84B4-EDC8CADBDAFD WorkSTEPS, and COMPANY hereby expressly agrees that it will not use the confidential and proprietary information provided to COMPANY,except for the express purposes described in this Agreement. 9. Protected Health Information. WorkSTEPS may receive from Company health information that is protected under applicable state and/or federal law, including without limitation, protected health information("PHI")as defined in the regulations at 45 C.F.R. Parts 160 and 164(the"Privacy Standards") promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), WorkSTEPS agrees not to use or disclose(or permit the use or disclosure of)PHI in a manner that would violate the requirements of the Privacy Standards if the PHI were used or disclosed by Company in the same manner. WorkSTEPS shall use appropriate safeguards to prevent the use or disclosure of PHI other than as expressly permitted under this Agreement. Use of PHI. WorkSTEPS will use PHI solely for Company's benefit and only (i) for the purpose of performing services for Company and (ii) as necessary for the proper management and administration of the Company or to carry out its legal responsibilities, provided that such uses are permitted under federal and state law.Company shall retain all rights in the PHI not granted herein, Disclosure of PHI. WorkSTEPS may disclose PHI as necessary to perform its obligations under this Agreement and as permitted by law, provided that WorkSTEPS shall in such case: (a) obtain reasonable assurances from any person to whom the information is disclosed that it will be held confidential and further used and disclosed only as required by law or for the purpose for which it was disclosed to the person or entity;(b)agree to immediately notify Company of any instances of which it is aware that PHI is being used or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly permitted by the Privacy Standards; and (c)ensure that all disclosures of PHI are subject to the principle of"minimum and necessary use and disclosure," i.e.,only the minimum PHI that is necessary to accomplish the intended purpose may be disclosed. If WorkSTEPS discloses PHI received from Company, or created or received by WorkSTEPS on behalf of Company, to agents, including a subcontractor (collectively, "Recipients"), WorkSTEPS shall require Recipients to agree in writing to the same restrictions and conditions that apply to the WorkSTEPS under this Agreement. 10. Remedies, THE PARTIES agree that (i) the covenants and restrictions contained herein are of material consideration to this Agreement and are reasonable and necessary to protect and preserve the interest of both PARTIES; (ii) irreparable loss and damage will result from any breach hereof; (iii) monetary damages will not be sufficient to compensate a PARTY for any such default or breach by the other party; and (iv) in addition to all other remedies provided at law or in equity, a PARTY shall be entitled to seek and obtain temporary, preliminary and permanent injunctive relief in a court of law to prevent and restrain any breach or contemplated or threatened breach of and to specifically enforce the provisions of this Section, and neither PARTY will be obligated to post a bond or other security in seeking such relief or to provide proof of irreparable harm. Such remedies shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which a PARTY is or may be entitled at law or in equity or under this Agreement, 11. Exclusivity and Performance of Test. For as long as this Agreement is in effect, COMPANY shall not acquire the same or similar functional testing services from anyone other than WorkSTEPS or its' duly licensed providers. COMPANY acknowledges and understands that the tests are to be performed by medical providers that are independent contractors that have been licensed by WorkSTEPS to perform the tests identified. 12. Non-Solicitation of Employees and Use of Proprietary Network. COMPANY acknowledges that WorkSTEPS has invested considerable time and financial resource in the training, education, and certification of the professional staff necessary to deliver the services set forth on Attachment A to this Agreement. During the term of this Agreement, and for a period of one year after its termination, COMPANY agrees that it shall not actively or knowingly solicit or make an offer of employment to any of WorkSTEPS employees or WorkSTEPS licensed Providers associated with the delivery of these services to COMPANY nor shall COMPANY utilize the proprietary WorkSTEPS Network to perform any other competitive product to the WorkSTEPS Testing Program. 3