PeakOne Administration 12/5/2023

© Peak One Administration 2016 9 5.3 Audits Client, at its sole expense, may perform no more than one (1) audit each calendar year of the records in the possession of PSP specifically related to PSP’s performance of its duties under this Agreement, subject to reasonable prior written notice to PSP. Audits must be performed during normal working hours established by PSP. An agent of Client may perform audits provided such agent signs a confidentiality agreement, subject to the Washington Records Act, reasonably acceptable to PSP. Each party will provide such additional information and reports, in the usual format it maintains such requested information and reports, as the other party will reasonably request. PSP will be entitled to receive copies of the draft and final audit reports and will have the right to review and comment on audit findings prior to or simultaneous with the release of such report to Client. A Copy of PSP’s comments will accompany the final audit report. Each party will provide reasonable assistance and information to the auditors. Client will reimburse PSP for PSPs’ reasonable expenses, including copying and labor costs, in assisting Client to perform the audit. 5.4 Non-Disclosure of Proprietary Information (a)Client and PSP each acknowledge that as a result of entering into this Agreement, each party has, and will continue to reveal and disclose to the other party, information that may be proprietary and/or confidential. SUbject to Section 5.4(b) below, Client and PSP each will: (a) keep such proprietary and/or confidential information of the other party in strict confidence; (b) not disclose confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) will not use confidential information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). For purposes of this Article, but subject to Section 5.4(b) below, confidential information is any information prominently marked as confidential and/or proprietary (or words of similar import); including, but not limited to, the parties’ respective business or finance information that is so marked. The terms and conditions of this Section will survive the termination of this Agreement. Subject to Section 5.4(b) below, information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement will not be considered confidential information for purposes hereof: (i) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (ii) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. (b)PSP acknowledges that Client is subject to the Washington Public Records Act, chapter 42.56 RCW. Section 5.4 does not require the City to keep confidential or otherwise refrain from disclosing any record that is subject to disclosure under the Washington Public Records Act. This Section 5.4 does not require the City to destroy or return record that is subject to retention requirements established by the Washington Secretary of State or established by applicable law. This Section 5.4 does not require the City to have any City employee sign any agreement. This Agreement itself (and its related amendments, purchase orders, scopes of work, service orders or similar documents stating work to be done for the City or pricing for the City) are never confidential and may at any time be posted to the City’s public website. 5.5 Disclosure of Individually Identifiable Health Information Both parties agree to the additional limitations and conditions set forth in any HIPAA Confidentiality Appendix with respect to Covered Individuals’ health information created or received by PSP in the course of performing its obligations under this Agreement. If there is a conflict between this Agreement and the HIPAA Confidentiality Appendix, the HIPAA Confidentiality Appendix will control but only with respect to the subject matter of the HIPAA Confidentiality Appendix. 5.6 Notices and Communications