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(iii) Acknowledgment. The parties acknowledge that the limitations and disclaimers set forth in this Agreement
<br /> were an essential element in setting consideration under this Agreement.
<br /> 6. INDEMNIFICATION
<br /> A. As pursuant to the Master Agreement.
<br /> 7. INSURANCE
<br /> A. CorVel Insurance. CorVel,at its sole expense,agrees to maintain, at all times during the term of the Agreement,the
<br /> required professional liability,errors and omissions,workers'compensation,general,and auto liability insurance coverages as set
<br /> forth on the Certificate of Insurance provided with the executed Service Agreement with an effective date of[insert date].
<br /> B. Customer Insurance. Customer,at its sole expense,agrees to keep in force comprehensive general liability insurance
<br /> and professional liability insurance with coverage limits in accordance with acceptable industry standards for the term of this
<br /> Agreement. Upon request by CorVel,Customer shall furnish CorVel with a certificate of such insurance. Customer shall provide
<br /> CorVel with prior written notice of any cancellation,non-renewal or material change to any such insurance coverages pursuant to
<br /> its insurance policies. It is agreed that Customer shall be deemed in compliance with this Section 7B by being self-insured under
<br /> terms and conditions and with sufficient reserves as is customary within the industry for companies of comparable size and
<br /> operations.
<br /> 8. LICENSE TERM AND TERMINATION
<br /> A. Term.The Term of the License Agreement shall run coterminous with the Master Agreement unless terminated pursuant
<br /> to Section 8B or 8C hereunder this License Agreement.
<br /> B. Termination for Convenience. Customer shall have the right to terminate this License Agreement for any reason or for
<br /> no reason,upon ninety(90)days written notice to CorVel. CorVel shall have the right to terminate this License Agreement for
<br /> any reason or for no reason,upon one hundred and eighty(180)days written notice to Customer.
<br /> C. Termination for Cause. This License Agreement may be terminated by either party for cause as follows:(i)upon thirty
<br /> (30)days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cures
<br /> such breach prior to the end of such thirty(30)day period,(ii)effective immediately and without notice if the other party ceases to
<br /> do business,or otherwise terminates its business operations,except as a result of an assignment,as permitted under the terms and
<br /> conditions of this License Agreement,or(iii) effective immediately and without notice if the other party becomes insolvent or
<br /> seeks protection under any bankruptcy,receivership,trust deed,creditors arrangement,composition or comparable proceeding,or
<br /> if any such proceeding is instituted against the other(and not dismissed within ninety(90)days).
<br /> D. Effect. Except to the extent expressly provided to the contrary herein, any right of action for breach of the License
<br /> Agreement prior to termination,and the following provisions shall survive the termination of this License Agreement: Sections
<br /> 1G,2D,4,5 and 6.Additionally,upon termination or expiration of the License Agreement(i)CorVel shall provide Customer with
<br /> any proprietary data belonging to Customer,in the current format in which it is stored at CorVel at the termination of the License
<br /> Agreement,(ii)all licenses granted under this License Agreement shall terminate immediately,(iii)all rights to use the CareMC
<br /> Application and Online Services shall cease immediately, and(iv)each party shall promptly return all information,documents,
<br /> manuals and other materials belonging to the other party related to this License Agreement,whether in printed or electronic form,
<br /> except as otherwise provided in this License Agreement,including without limitation all confidential information of the other party
<br /> then currently in its possession.
<br /> 9. CONFIDENTIALITY
<br /> A. Definition of Confidential Information."Confidential Information"shall mean any non-public data,information and other
<br /> materials regarding the products,services or business of a party(and/or,if either party is bound to protect the confidentiality of any
<br /> third party's information,of a third party)provided to either party by the other party where such information is marked or otherwise
<br /> communicated as being"proprietary"or"confidential"or the like,or where such information should,by its nature,be reasonably
<br /> considered to be confidential and/or proprietary. Without limiting the foregoing,the parties agree that(i)the CareMC Application,
<br /> Documentation, CorVel Content(as defined in the in the CareMC License Agreement) and all software, source code, source
<br /> documentation, inventions, know-how, and ideas, updates and any documentation and information relating thereto constitutes
<br /> Confidential Information of CorVel,(ii)the Customer Data(as defined in the CareMC License Agreement)constitute Confidential
<br /> Information of Customer, and(iii)this Agreement,the Exhibits and Schedules attached hereto,and the terms and conditions set
<br /> forth herein and therein are Confidential Information of both parties.
<br /> B. Disclosure and Use of Confidential Information. The Confidential Information disclosed by either party("Disclosing
<br /> Party")to the other("Receiving Party")constitutes the confidential and proprietary information of the Disclosing Party and the
<br /> Receiving Party agrees to treat such Confidential Information in the same manner as it treats its own similar proprietary information,
<br /> but in no case will the degree of care be less than reasonable care. The Receiving Party shall use the Confidential Information of
<br /> the Disclosing Party only in performing under this Agreement and shall retain the Confidential Information in confidence and not
<br /> disclose it to any third party(except as authorized under this Agreement)without the Disclosing Party's express written consent.
<br /> The Receiving Party shall disclose the Disclosing Party's Confidential Information only to those employees and contractors of the
<br /> City of Everett WA CareMC License Agreement with My Care App 6-1-18
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