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Employer, when receiving PHI from 98point6, agrees to adhere to all Administrative
<br /> Safeguards in place to help ensure that PHI transferred to Employer by 98point6
<br /> remain confined to persons and entities authorized to Access such PHI. Further,
<br /> Employer, when transferring PHI to 98point6, agrees to adhere, and cause authorized
<br /> third parties to adhere, to 98point6's instructions and guidelines concerning data
<br /> encryption, including any such instructions or guidelines concerning use of an
<br /> algorithmic process to transform such PHI into a form in which there is a low
<br /> probability of assigning meaning to such PHI without the use of a confidential process
<br /> and key.
<br /> 2.8. Business Associate Agreement. As mentioned in Section 2.7 above, the set of
<br /> information included in the Eligibility Files provided by Employer to 98point6 by or on
<br /> behalf of the Plan may comprise certain PHI. In the event that Employer is self-
<br /> insured, or becomes self-insured during the Term, the Plan may be deemed a covered
<br /> entity (as that term is defined in the HIPAA Laws) providing PHI to 98point6, which may
<br /> be deemed a business associate (as that term is defined in the HIPAA Laws). In that
<br /> event, 98point6 agrees to comply with the terms and conditions set forth in the
<br /> business associate agreement attached hereto as Eibit B (the `BAA") with respect
<br /> to any PHi provided by Employer to 98point6 in the course of the Parties' performance
<br /> of this Agreement. In turn, Employer agrees, on behalf of itself and the Plan, to
<br /> comply with any terms or conditions imposed on or otherwise applicable to Employer
<br /> and the Plan set forth in the BAA. The BAA is incorporated herein by reference.
<br /> 2.9. Consents and Authorizations. 98point6 will seek and obtain the consents and
<br /> permissions that are required by applicable law in order for it to perform its
<br /> respective obligations pursuant to this Agreement, including, to the extent applicable,
<br /> any necessary Authorizations. All such Authorizations or other consents or permissions
<br /> will comply with applicable law.
<br /> 2.10. Restrictions on Employer's Rights to Use the Platform.,.Services, and Participant
<br /> Data. Employer may not (a) remove from the Platform or the Services, or otherwise
<br /> modify, any proprietary rights notices associated with the products or services of
<br /> 98point6 or its licensors that accompany or are used in connection with the Platform
<br /> or Services; (b) make the Services available in any manner to any third party for use in
<br /> such third party's business or operations; (c) modify, make derivative works of,
<br /> disassemble, reverse compile, or reverse engineer any part of the Platform or
<br /> Services, except to the extent such restrictions are limited by applicable law;
<br /> (d) access or use (or permit third parties to access or use) the Platform or Services in
<br /> order to build or support any products or services competitive with the Platform or
<br /> Services; or (e) use any Participant Data received by Employer from 98point6 or
<br /> otherwise processed by Employer on behalf of 98point6, except as permitted by
<br /> applicable law and one or more applicable Authorizations.
<br /> 2.11. 9_apoint6 Prosy. As between 98point6, Employer, and Participants, 98point6
<br /> owns all right, title, and interest in and to (a) the Platform and Services, including and
<br /> any and all authorized and unauthorized modifications thereto and derivative works
<br /> thereof; (b) any and all work product, designs, drawings, developments, concepts,
<br /> inventions, information, data, programs, and software designed, developed, or
<br /> distributed as part of the Platform and Services, (c) any and alt proprietary
<br /> information and materials provided by 98point6 to Employer or otherwise made
<br /> accessible to Employer by 98point6 that are related to the Platform or Services,
<br /> including documentation, software (whether in object code or source code form),
<br /> text, graphics (including the underlying web-presentation code of the Technology
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