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equipment, furniture, fixtures, and supplies listed in Exhibits F and G. All such items shall be <br /> the property of Client except for the data-creating and data-hosting equipment described in Section <br /> 3.5(a) which shall be retained by Paladina. Client shall act in good faith upon any reasonable <br /> recommendation by Paladina for equipment repair or replacement. <br /> 4.3 Confidentiality. Client shall not disclose any privileged or Confidential <br /> Information which it either obtains or learns as a result of this Agreement. Without limiting the <br /> generality of the foregoing,Client,as well as Client's principals,officers,employees,contractors, <br /> agents or assigns, shall maintain the confidentiality of any information defined as "Confidential <br /> Information"as well as any business or financial records,matters of practice of the other to which <br /> either shall have access or knowledge. This Section 4.3 shall survive the termination of this <br /> Agreement. <br /> 4.4 Access to Premises. During the term of this Agreement, Client shall permit <br /> Paladina personnel to access the Clinic premises as reasonably necessary to access the Paladina <br /> Clinic and utilize Paladina Services at the Paladina Clinic. Client shall have prompt and <br /> appropriate access to the Paladina Clinic except as necessary to comply with legitimate patient <br /> privacy and security interests. <br /> 4.5 Health Plan Responsibilities. Client agrees to assume full responsibility for the <br /> integration of the Paladina Clinic into Client's health plan and associated documents and to make <br /> all amendments, disclosures and reports required by state or federal law. <br /> 4.6 General Liability and Workers Compensation. Client shall maintain the following <br /> insurances in amounts that are appropriate to businesses or other organizations which are similar <br /> in size or services to Client: <br /> (a) Applicable Federal and State Worker's compensation acts, covering <br /> employer's liability and third-party actions against Paladina arising out of operations under this <br /> Agreement. <br /> (b) Standard comprehensive general liability insurance. <br /> (c) General property casualty insurance on the Clinic,premises and its contents, <br /> in amounts consistent with similarly situated clinics. <br /> 4.7 Eligibilily. Client shall be responsible for determining eligibility to receive <br /> Paladina Services. In the absence of an agreement by the Parties to the contrary,Client shall ensure <br /> that an Eligibility File is transferred to Paladina on a monthly basis. The Parties agree that Client <br /> may provide Paladina with updates to an Eligibility File on a more frequent basis; and that Client <br /> shall be billed for such Member beginning in the first full month in which the Member is eligible <br /> to receive Paladina Services. Client shall provide an initial Eligibility File to Paladina at least 45 <br /> days prior to the Clinic Opening Date. Client shall be responsible for ensuring that Eligible <br /> Members are not enrolled in a state or federal healthcare program(e.g.,Medicare,Medicaid). <br /> 4.8 Data and Communication <br /> a) Eligibility Mechanism: <br /> 8 <br />