Asserta Health Inc 10/18/2018 - Laserfiche WebLink

a. Not to disclose or permit any other person or entity access to Asserta's Proprietary Information, as applicable, except that the disclosure or access shall be permitted to an employee, officer, director, agent, representative, external or internal auditors or independent contractor of the party requiring access to the same in the course of his or her employment or services; b. To ensure that its employees, officers, directors, agents, representatives, and independent contractors are advised of the confidential nature of Asserta's Proprietary Information, as applicable, and are precluded from taking any action prohibited under this Section 11, provided that in any event Health Plan shall be liable for any breach of this Section 11 by it respective employees, officers, directors, agents,representatives and independent contractors;and c. To notify Asserta promptly and in writing of the circumstances surrounding any possession, use or knowledge of Asserta's Proprietary Information, as applicable, at any location or by any entity other than those authorized by this Agreement. 11.3.Exclusions.Nothing in this Section 11 shall restrict the parties with respect to information or data identical or similar to that contained in Asserta's Proprietary Information,as applicable,but which: (a)Health Plan can demonstrate was rightfully possessed by it before it received the information from Asserta; (b)was in the public domain prior to the date of this Agreement or subsequently becomes publicly available through no fault of Health Plan or any person or entity acting on its behalf; (c)was previously received by Health Plan from a third party or is subsequently furnished rightfully to the receiving party by a third party not known to be under restrictions on use or disclosure; (d)is independently developed by Health Plan; (e) is required to be disclosed by law,regulation or court order,provided that Health Plan will exercise reasonable efforts to notify Asserta prior to disclosure; or(f)is required to be disclosed to comply with or to enforce the terms of this Agreement, provided that Health Plan will exercise reasonable efforts to notify Asserta prior to disclosure. 11.4. Remedy. Subject in all respects to Section 11.5, if a party breaches this Section 11, the non- breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to such party will be impossible to calculate and therefore an inadequate remedy. Accordingly, subject in all respects to Section 11.5, the non-breaching party may(a) seek temporary and permanent injunctive relief against the breaching party or(b)exercise any other rights and seek any other remedies to which the non- breaching party may be entitled to at law,in equity and under this Agreement for any violation of this Section 11. 11.5. Health Plan as Washington Public Agency. 1. Asserta acknowledges that Health Plan is subject to the Washington Public Records Act, chapter 42.56 RCW,and other Washington statutes related to open government (collectively,the"State Transparency Laws").Health Plan.will cooperate with Health Plan so that Health Plan may fulfill Health Plan's obligations under the State Transparency Laws. to be provided to Health Plan is Asserta's Proprietary 2. If Asserta believes that informationp ary Information,then Asserta.must plainly mark such information as"Proprietary"at the time it is provided to Health Plan.Notwithstanding any other provision in this Agreement,Health Plan has no obligation under this Agreement to maintain the confidentiality of Asserta's Proprietary Information or otherwise to refrain from disclosing Asserta's Proprietary Information unless such Asserta's Proprietary Information is so marked as"Proprietary." 3. Asserta acknowledges and agrees that information regarding the amounts paid by Health Plan to Asserta are examples of items that are not Asserta's Proprietary Information. Such non-confidential items include for example:this Agreement,invoices,budgets, service orders and similar documents provided to Health Plan relating to costs paid by Health Plan.All of these may be made public without notice to Asserta. -6-