appropriately transitioned to another qualified health care provider. 98point6 will not
<br /> be liable to Employer, a Participant, or to any third party for any liabilities, claims, or
<br /> expenses arising from or relating to any suspension of the Services in compliance with
<br /> the terms and conditions set forth in this Section 5.3.
<br /> 5.4. Survival. The terms, conditions, covenants, obligations, representations,
<br /> warranties, disclaimers, limitations, and restrictions set forth in this Agreement that,
<br /> by their sense and context, are intended to survive the performance of this Agreement
<br /> will survive the expiration or earlier termination of this Agreement. For the avoidance
<br /> of doubt, any and all payment obligations that accrue to 98point6 pursuant to this
<br /> Agreement prior to the effective date of its expiration or earlier termination are
<br /> intended to survive. Further, the Parties intend the following sections of this
<br /> Agreement to survive the expiration or earlier termination of this Agreement,
<br /> regardless of the context: 2.4, 2.8, 2.9, 2.10, 2.11, 3, 4.3, 4.4, 5.4, 5.5, and 6 through
<br /> 11.
<br /> 5.5. Effect of Termination. Upon termination or expiration of this Agreement for any
<br /> reason, (a) 98point6 will not be obligated to perform or otherwise make accessible the
<br /> Services after the effective date of such termination or expiration, and (b) Employer
<br /> shall pay 98point6 all Fees that, pursuant to this Agreement, have accrued prior to the
<br /> date of such termination or expiration, except for amounts, if any, that are the
<br /> subject of a bona fide dispute expressed by Employer to 98point6 in writing, provided
<br /> that, in connection with any termination or expiration of this Agreement, 98point6 will
<br /> ensure that no Participant is abandoned from active treatment until appropriately
<br /> transitioned to another qualified health care provider.
<br /> 6. CONFIDENTIALITY
<br /> 6.1. Definition. "Confidential Information" means information of any type
<br /> disclosed by one Party ("Discloser") to the other Party ("Recipient"), regardless of
<br /> form, that is marked confidential or that, due to the character of the information or
<br /> the circumstances under which it is disclosed by the Discloser, Recipient knows, or
<br /> should know, is the proprietary or confidential information of Discloser. Confidential
<br /> Information includes all marketing and promotional materials provided to Employer
<br /> that pertain to the Service and the terms of this Agreement (including pricing and
<br /> other proposals), provided that a Party may disclose the terms of this Agreement to a
<br /> potential acquirer or investor (including its legal and financial advisors), as long as
<br /> such persons and entities are bound by confidentiality restrictions at least as stringent
<br /> as those stated herein. Confidential Information does not include PHI, which is
<br /> governed by the BAA.
<br /> 6.2. Exclusions. Confidential Information does not include information that
<br /> Recipient can show through tangible evidence: (a) was in Recipient's possession before
<br /> receipt from Discloser; (b) is independently developed or acquired by or for Recipient
<br /> without use of or reference to Discloser's Confidential Information; (c) is rightfully
<br /> received by Recipient from a third party without a duty of confidentiality; or (d) is or
<br /> becomes available to the public through no fault of Recipient.
<br /> 6.3. Generally. Subject in every respect to the Washington state public records act
<br /> and Section 6.8 below, the Recipient will: (a) not disclose, publish, release, transfer,
<br /> or otherwise make available the Discloser's Confidential Information in any form to, or
<br /> for the use or benefit of, any person or entity, except as permitted in Section 6.4
<br /> below, without the Discloser's consent, and (b) secure and protect the Discloser's
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