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Receiving Party who have a need to know such information for the purposes of this Agreement,and such employees and contractors
<br /> must be bound by this Agreement or have entered into agreements with the Receiving Party containing confidentiality provisions
<br /> covering the Confidential Information with terms and conditions at least as restrictive as those set forth herein.
<br /> C. Exceptions. Notwithstanding the foregoing, the parties' confidentiality obligations hereunder shall not apply to
<br /> information which: (i)is already known to the Receiving Party prior to disclosure by the Disclosing Party,(ii)becomes publicly
<br /> available without fault of the Receiving Party,(iii)is rightfully obtained by the Receiving Party from a third party without restriction
<br /> as to disclosure,(iv)is approved for release by written authorization of the Disclosing Party,(v)is developed independently by the
<br /> Receiving Party without use of or access to the Disclosing Party's Confidential Information,or(v)is required to be disclosed by
<br /> law,rule, regulation, court of competent jurisdiction or governmental order, provided,however, that the Receiving Party shall
<br /> advise the Disclosing Party of the Confidential Information required to be disclosed promptly upon learning thereof in order to
<br /> afford the Disclosing Party a reasonable opportunity to contest, limit or assist the Receiving Party in crafting the disclosure,and
<br /> then such disclosure shall be made only to the extent necessary to satisfy such requirements.
<br /> D. Use of Data.Nothing shall prohibit CorVel from using aggregate,non-identifying,statistical data generated through its
<br /> customers',including Customer,use of the CareMC Application and Online Services for analytical purposes,provided that CorVel
<br /> shall not use or disclose any such data or information in a manner that would reveal the identity of,or other confidential information
<br /> concerning,Customer. Such aggregate,non-identifying statistical data could include,without limitation,statistics regarding usage
<br /> of the CareMC Application and Online Services,the number of case referrals generated through the CareMC Application and Online
<br /> Services and the efficiencies gained by CorVel customers through their use of the CareMC Application and Online Services.
<br /> 10. GENERAL PROVISIONS
<br /> A. Choice of Law. This Agreement shall be governed by and construed under the laws of the State of Washington and the
<br /> United States without regard to conflicts of laws provisions thereof. The parties expressly agree that the United Nations Convention
<br /> on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.The parties submit to
<br /> the jurisdiction of the United States federal courts for the State of California and agree,that said courts have the sole and exclusive
<br /> jurisdiction over any cause of action arising under or in connection with this Agreement.
<br /> B. Compliance with Laws. Both parties shall comply with all federal, state, and local laws, regulations, ordinances,
<br /> guidelines,permits and requirements applicable to providing services pursuant to this Agreement,and will be solely responsible
<br /> for obtaining current information on such requirements.
<br /> C. Contacts for Notices. All written notice required or permitted hereunder shall be in writing and shall be sufficient if
<br /> personally delivered or sent by facsimile or internationally recognized delivery service to the address or fax number set forth below,
<br /> unless such address or fax number is changed by notice,to the other party,as permitted hereunder. Any notices shall be deemed
<br /> given on the date received,as indicated(i)by receipt of electronic answer back in the case of facsimile,or(ii)the records of the
<br /> delivery service,if by courier.
<br /> If to CorVel:
<br /> CorVel Corporation
<br /> 2010 Main Street,Suite 600
<br /> Irvine,California 92614
<br /> Attn:Legal Department
<br /> Phone:(949)851-1473
<br /> Fax:(866)434-1469
<br /> Email:Corporate_Legal@corvel.com
<br /> If to Customer:
<br /> City of Everett
<br /> Attn:
<br /> Phone:
<br /> Fax:
<br /> E-mail:
<br /> D. Assignment. Neither this Agreement nor any rights, licenses or obligations hereunder,may be assigned by
<br /> either party without the prior written consent of the non-assigning party. Notwithstanding the foregoing,CorVel may assign this
<br /> Agreement to any acquiror of all or of substantially all of CorVel's equity securities,assets or business related to the subject matter
<br /> of this Agreement. Any attempted assignment in violation of this Agreement shall be void and without effect.
<br /> E. Severability. Should any term of this Agreement be declared void or unenforceable by any arbitral tribunal or court
<br /> of competent jurisdiction,such declaration shall have no effect on the remaining terms hereof,which shall continue in full force
<br /> and effect.
<br /> City of Everett WA CareMC License Agreement with My Care App 6-1-18
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