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HMA TPA Agreement Page 19 4/22 <br />(s)Proprietary Information, Confidentiality. Neither party shall disclose <br />proprietary information to any other entity without the prior written consent of the <br />party that holds the right, title and interest in the information. Nothing in this <br />section shall prohibit the disclosure of any information required by law, but in the <br />event of any such disclosure, the disclosing party shall immediately notify the other <br />party in writing, describing the circumstances of and extent of the disclosure. This <br />provision shall survive termination of this Agreement. To the extent that the Plan <br />Sponsor requests access to and is granted access to information that is Proprietary <br />and Confidential to HMA and/or one of its Vendors, such as by way of example <br />Provider Network Agreements or negotiated rates, the Plan Sponsor agrees to <br />maintain such data or information in strict confidence and shall not use or disclose <br />any Confidential Information with anyone who is not bound by a non-disclosure <br />Agreement that is as protective as the Plan Sponsor would use for its own <br />proprietary and confidential information. Each party agrees that unauthorized <br />disclosure of Proprietary and Confidential Information of the other party may cause <br />such other party irreparable harm and that any breach or threatened breach of <br />this provision by either party will entitle the other party to seek injunctive relief, <br />without the need of posting a bond, prohibiting the break, in addition to any other <br />legal or equitable remedies available to it, which remedies will not be deemed <br />exclusive, but will be cumulative. <br />(t)Systems Property of HMA. To perform its duties hereunder, HMA shall use <br />certain computer systems (including, but not limited to, software) and other <br />systems and property. Such systems and property are proprietary and the <br />exclusive and confidential property of HMA. The hiring of HMA to provide services <br />under this Agreement gives neither Plan Sponsor nor the Plan any right to such <br />systems, or to the inspection thereof. HMA reserves the right to change its <br />systems and other technology at any time and from time to time, without notice <br />or obligation to Plan Sponsor or the Plan. Confidential system property of HMA is <br />not accessible to the Plan Sponsor or Plan Administrator except as provided in <br />Section 12 of this Agreement. <br />(u)Marketing/Advertising Authorization. By executing this Agreement, Plan <br />Sponsor consents to HMA’s use of the Plan Sponsor’s company name, logos, <br />trademarks, and identifying information in marketing materials during the period <br />which Plan Sponsor remains an active HMA client. <br />(v)Conflict of Interest. HMA declares that no conflict of interest with the City exists, <br />nor do they have an affiliation with or involvement in any organization or entity <br />which may pose a financial or non-financial conflict of interest with the City.