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rightway <br />The terms and conditions of this Agreement shall inure to the <br />benefit of and be binding upon the respective successors and <br />assigns of the Parties; provided, however, that this Agreement <br />may not be assigned by a Party without the prior written consent <br />of the other Party, which shall not be unreasonably withheld; <br />provided, further, that notwithstanding the foregoing, this <br />Agreement may be assigned by Vendor to an acquirer of all or <br />substantially all of the assets of Vendor, without the prior <br />written consent of Customer. This Agreement is intended to be <br />solely for the benefit of the Parties, and no other Party shall be <br />entitled to rely on this Agreement or accrue any benefit or right <br />of any kind pursuant to or under this Agreement. This <br />Agreement may be executed in the original, by any generally <br />accepted electronic means (including transmission of a pdf file <br />containing an executed signature page), in any number of <br />counterparts, each of which shall be an original but all of which <br />together shall constitute one instrument. This Agreement <br />(including the Exhibits attached hereto and the Business <br />Associate Agreement executed by the parties) constitute the <br />sole understanding of the Parties with respect to the subject <br />matter hereof. This Agreement supersedes any and all prior and <br />contemporaneous understandings between the Parties with <br />respect to the subject matter hereof. <br />5.6. Cyber Security Liability Insurance. Vendor will maintain <br />for the duration of the contract minimum cyber security liability <br />insurance coverage of $3,000,000 per occurrence for any loss <br />resulting from a data breach. <br />5.7. Breach Notification and Recovery. Vendor will provide <br />breach notification to Customer if Customer personally <br />identifiable information processed by Vendor is lost or stolen <br />from Vendor's system. Vendor will provide notification without <br />unreasonable delay and all communication with Customer's <br />Authorized Users shall be coordinated with the City of Everett. <br />5.8. Third Party Supplier Access to Confidential Employee <br />Data. Vendor will provide an initial list of suppliers with access <br />to confidential employee data and maintain the list for the <br />duration of the contract. Vendor will notify Customer within 90 <br />days of any change to the supplier list. <br />55 Hudson Yards, Floor 29 <br />New York, NY 10001 <br />rightwayhealthcare.com <br />