Orange County NC Website
Browse       Search
3 <br /> <br />Use of PHI. WorkSTEPS will use PHI solely for Company’s benefit and only (i) for the purpose of <br />performing services for Company and (ii) as necessary for the proper management and administration of the <br />Company or to carry out its legal responsibilities, provided that such uses are permitted under federal and <br />state law. Company shall retain all rights in the PHI not granted herein. <br /> <br />Disclosure of PHI. WorkSTEPS may disclose PHI as necessary to perform its obligations under this <br />Agreement and as permitted by law, provided that WorkSTEPS shall in such case: (a) obtain reasonable <br />assurances from any person to whom the information is disclosed that it will be held confidential and further <br />used and disclosed only as required by law or for the purpose for which it was disclosed to the person or <br />entity; (b) agree to immediately notify Company of any instances of which it is aware that PHI is being used <br />or disclosed for a purpose that is not otherwise provided for in this Agreement or for a purpose not expressly <br />permitted by the Privacy Standards; and (c) ensure that all disclosures of PHI are subject to the pr inciple of <br />“minimum and necessary use and disclosure,” i.e., only the minimum PHI that is necessary to accomplish <br />the intended purpose may be disclosed. If WorkSTEPS discloses PHI received from Company or created or <br />received by WorkSTEPS on behalf of Company, to agents, including a subcontractor (collectively, <br />“Recipients”), WorkSTEPS shall require Recipients to agree in writing to the same restrictions and conditions <br />that apply to the WorkSTEPS under this Agreement. <br /> <br />10. Remedies. THE PARTIES agree that (i) the covenants and restrictions contained herein are of material <br />consideration to this Agreement and are reasonable and necessary to protect and preserve the interest of both <br />PARTIES; (ii) irreparable loss and damage will result from any breach hereof; (iii) monetary damages will <br />not be sufficient to compensate a PARTY for any such default or breach by the other party; and (iv) in <br />addition to all other remedies provided at law or in equity, a PARTY shall be entitled to seek and obtain <br />temporary, preliminary and permanent injunctive relief in a court of law to prevent and restrain any breach <br />or contemplated or threatened breach of and to specifically enforce the provisions of this Section, and neither <br />PARTY will be obligated to post a bond or other security in seeking such relief or to provide proof of <br />irreparable harm. Such remedies shall be in addition to and not in limitation of any injunctive relief or other <br />rights or remedies to which a PARTY is or may be entitled at law or in equity or under this Agreement. <br /> <br />11. Exclusivity and Performance of the Test. For as long as this Agreement is in effect, COMPANY shall <br />not acquire the same or similar functional testing services from anyone other than WorkSTEPS or its’ duly <br />licensed providers. COMPANY acknowledges and understands that the tests are to be performed by medical <br />providers that are independent contractors that have been licensed by WorkSTEPS to perform the tests <br />identified. <br /> <br /> 12. Non-solicitation of Employees. COMPANY acknowledges that WorkSTEPS has invested considerable <br />time and financial resource in the training, education, and certification of the professional staff necessary to <br />deliver the services set forth on Attachment “A” to this Agreement. During the term of this Agreement, and <br />for a period of one year after its termination, COMPANY agrees that it shall not actively or knowingly solicit <br />or make an offer of employment to any of WorkSTEPS employees or WorkSTEPS licensed Providers <br />associated with the delivery of these services to COMPANY nor shall COMPANY utilize the proprietary <br />WorkSTEPS Network to perform any other competitive product to the WorkSTEPS Testing Program. <br /> <br />13. Use of Information after Termination. Without limiting the generality of this Section, THE PARTIES <br />agree that after the termination or expiration of this Agreement, such PARTIES will not use the proprietary, <br />confidential information of the other PARTY to provide the same or similar services to any person (unless <br />and until such information ceases to be proprietary and confidential through no fault of the PARTY seeking <br />to use the same), however, nothing in this Section shall prohibit Company or its affiliates, after termination <br />of this Agreement, from providing a service to COMPANY similar to the services provided by Provider <br />hereunder as long as neither COMPANY nor its affiliates uses the proprietary, confidential information of <br />WorkSTEPS in so doing. <br /> <br />14. Employment Decision. COMPANY acknowledges and understands that this Agreement contemplates <br />the functional employment testing of prospective employees and/or actual employees of C OMPANY. That <br />COMPANY, as employer of the individuals tested have a significant role, both before and after the test, <br />including, but not limited to, selection of the essential functions of the applicable job, the writing of job <br />DocuSign Envelope ID: FFA73DD9-C106-407B-89D5-4182E5B591FE