R2011-04 AUTHORIZING AGREEMENT - Laserfiche WebLink

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1. The personal and confidential nature of the requested documents, records and other information (hereinafter referred to as "Confidential Information"). 2. Release of the Confidential Information may also reveal HCSC's confidential, business proprietary, and trade secret information (hereinafter referred to as "Proprietary Information"). 3. To maintain the confidentiality of the Confidential Information and any Proprietary Information disclosed with Confidential Information (collectively referred to herein as "Information"). 4. Consultant and/or vendor shall: a. Use the Information only for the purpose of complying with the terms and conditions of the contract between Employer and consultant and/or vendor. b. Maintain the Information at a specific location under the control of consultant and/or vendor and take reasonable steps to safeguard the Information and to prevent unauthorized disclosure of it to third parties, including those of its employees not directly involved in the perFormance of duties under the contract with Employer. c. Advise its employees who receive the Information of the existence and terms of these terms and of the obligations of confidentiality herein. d. Use, and require its employees to use, at least the same degree of care to protect Information as is used with consultant's and/or vendor's own proprietary and confidential information. 5. Information furnished in written, pictorial, magnetic and/or other tangible form shall not be duplicated by consultant and/or vendor except for purposes of this Agreement or as required by law. 6. To indemnify and hold harmless HCSC in connection with any Claim based upon the disclosure by HCSC of any information and/or documentation regarding any person to consultant and/or vendor or breach by consuttant and/or vendor of any obligation under this Agreement. 7. Not to use the name, logo, trademark or any description of each other or any subsidiary of each other in any advertising, promotion, solicitation or otherwise without the express prior written consent of the consenting party with respect to each proposed use. 8. Consultant and/or vendor shall execute HCSC's Confidential Data Release and Indemnification Agreement. 9. Employer shall designate consultant and/or vendor on the appropriate Business Associate documentation. V. COMPENSATION Employer agrees to pay HCSC fees as described in Exhibit A for services performed by HCSC under this Agreement. VI. AUDITS Employer shall, at Employer's sole expense, audit data submitted in connection with the ERR Program program prior to submission of the any reimbursement request or report of data updates and data inaccuracies. HCSC agrees to cooperate with and make records available to Employer and/or Employer's auditor. Employer shall retain full responsibility for making any necessary corrections or disclosures to HHS. -5 -