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8.4 Vera Ownership. As between the Parties, Vera will exclusively own all right, title <br />and interest in and to: (a) the platform and the Digital Services; (b) any <br />improvements, enhancements, derivative works, modifications, additional modules <br />or features to or for the digital platform or the Digital Services developed or created <br />during the SOF-1 Term or extension thereof, whether created or developed solely <br />or jointly by or for the Parties or any user; (c) any data generated through the <br />platform or in connection with the Digital Services (subject to Employer’s rights to <br />the underlying Employer Data); and (d) all intellectual property rights in the <br />foregoing. Vera will also exclusively own all right, title and interest in and to any <br />feedback, ideas, suggestions or information that Employer provides relating to the <br />Digital Services or the platform, including all intellectual property rights therein, <br />and Employer shall assign, and does hereby assign, any rights retained by it with <br />respect to the foregoing. <br />8.5 Employer Access. Employer shall be entitled to have timely access from Vera to <br />any archival records obtained or maintained in the performance of the Services for <br />the purpose of performing an audit as necessary or required by an audit, <br />investigation or review of the Employer by a government agency, but only for the <br />limited purpose of complying with such an audit or investigation and at all times <br />consistent with the Agreement. <br />8.6 Audits. Upon reasonable written notice, Vera shall provide to Employer (at Vera’s <br />expense) a summary report of the audit conducted by a reputable and experienced <br />accounting firm in accordance with any of the following, as appropriate and <br />applicable: (i) HITRUST Common Security Framework (CSF) audit; (ii) the <br />Statement on Standards for Attestation Engagements (SSAE) No.16, Reporting on <br />Controls at a Service Organization, developed by the American Institute of Certified <br />Public Accountants (AICPA); or (iii) a Service Organization Control (SOC)2 Type <br />II Report (or substantially similar report in the event the SOC 2 Type II Report is <br />no longer the industry standard), which will cover, at a minimum, the policies, <br />procedures and controls required by this Agreement (the “Reports”). The Reports <br />will cover a period of the twelve (12) previous months. <br />8.7 Additional Insurance. Throughout the SOF-1 Term and any extension thereof, in <br />addition to the insurance requirements Vera provided in the Agreement, Vera shall <br />maintain policies of insurance covering its obligations with respect to the Digital <br />Services in accordance with Employer’s Cyber Liability Insurance Requirements. <br />8.8 Indemnity by Vera. Vera agrees to defend, indemnify and hold harmless <br />Employer, its directors, officers, employees and agents against any third party <br />claims, and any damages and costs (including court costs and reasonable attorneys’ <br />fees) incurred by Employer in connection with such claims to the extent such claims <br />arise from Vera’s: (a) gross negligence or willful misconduct in performance of the <br />Digital Services; (b) material violation of c applicable laws in the performance of <br />the Digital Services; or (c) infringement of intellectual property rights related to the <br />Digital Services. The foregoing indemnity in () shall exclude infringement: any <br />software, hardware or other component provided by a third party. In the event of <br />(c), Vera may, at its sole option and expense: (i) procure for Employer the right to