Common use of CONDUCT AND INDEMNIFICATION Clause in Contracts

CONDUCT AND INDEMNIFICATION. You agree not to engage in any practice harmful to the best interests of the Company. You further agree that any such practice can serve as the basis for the immediate termination of this agreement. Services provided by You pursuant to this Agreement may be subject to state and federal privacy laws and regulations, including but not limited to the Xxxxx-Xxxxx-Xxxxxx Act and any state statutes or regulations enacted or promulgated as a result thereof (the “GLB Act”). The GLB Act prohibits a non-affiliated third party that performs services on behalf of an insurer from disclosing or using non-public personal information (“NPI”) other than to carry out the purposes for which NPI was disclosed. You are hereby prohibited from disclosing NPI directly or indirectly or using NPI except as necessary to carry out Your obligations pursuant to this Agreement. You represent and warrant that You shall comply with the state and federal laws in connection with Your performance of services hereunder, including, but not limited to, the GLB Act and its prohibitions against the use and disclosure of NPI. In addition, if You are notified that a customer opts out, You are prohibited by the GLB Act from using or disclosing NPI received from Company to market other goods and services to that customer. For purposes of this section, capitalized terms not otherwise defined shall have those meanings ascribed by the Health Insurance Portability and Accountability Act and its implementing regulations, each as amended from time to time (“HIPAA”). In Your capacity as a Business Associate to the Company, You agree: A. not to use or to disclose Protected Health Information (“PHI”) other than as permitted or required by this Agreement or as required by law. B. to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. C. to mitigate, to the extent practicable, any harmful effect that is known to You of a use or disclosure of PHI by You in violation of the requirements of this Agreement. D. to report to the Company any use or disclosure of the PHI by You or Your agents, including subcontractors, that is not provided for by this Agreement and of which You become aware. E. to ensure that any agent, including a subcontractor, to whom You provide PHI received from, or created or received by You on behalf of the Company, agrees in writing to the same restrictions and conditions that apply to You under this Agreement with respect to such information. F. to provide access, at the request of the Company, and in the time and manner it specifies in writing with reasonable advance notice, to PHI in a Designated Record Set, to the Company or, as directed by the Company, to a Policyholder or dependent. G. to make any amendment(s) to PHI in a Designated Record Set that the Company directs in response to a request of a Policyholder or dependent, and in the time and manner as the Company may specify in writing with reasonable advance notice. H. to make available to the Company, or to the Secretary of the Department of Health and Human Services (the "Secretary"), Your internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by You on behalf of the Company (the “Materials”). The Materials shall be provided by You in the time and manner specified by the Company in writing with reasonable advance notice to You or designated by the Secretary. I. to document disclosures of PHI and information related to such disclosures as would be required for the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. J. to provide to Company or an individual designated by the Company, in the time and manner as the Company may specify in writing with reasonable advance notice, information collected in accordance with Section I. above, to permit the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. K. to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that You create, receive, maintain, or transmit on behalf of the Company as required under HIPAA. L. to report to the Company any breach of Your security of which You become aware. M. at termination of this Agreement, to return or destroy all PHI received from the Company, or created or received by You on behalf of the Company or to extend the protections of this Agreement to the information and to limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as You maintain such PHI. You hereby agree to indemnify and hold Us harmless for any and all claims, expenses, costs, and damages which may be asserted by any third party or parties against Us arising from Your action or inaction. You further acknowledge that this obligation shall survive the term of this agreement. You agree that during the term of this Agreement and for one year after the termination of this Agreement, to refrain from soliciting any account of Your General Agent with Us, whether for yourself or for others, directly or indirectly, and whether or not for compensation.

CONDUCT AND INDEMNIFICATION. You agree not to engage in any practice harmful to the best interests of the Company. You further agree that any such practice can serve as the basis for the immediate termination of this agreement. You shall comply with all state and federal statutes and regulations pertaining to the business of insurance and the sale thereof. You shall only perform the services agreed upon under this Agreement in states where You are lawfully licensed and appointed to do so, and where the Company is legally authorized to transact business. Further, You shall provide all necessary documentation, testimony, or other information as required by Us, relative to pending litigation or requirements of regulatory authorities. Such information shall be provided in a timely manner to meet statutory or court‐ordered time frames. You shall also comply with all policies and procedures established by Us pertaining to the business of insurance and the solicitation of Company products. Services provided by You pursuant to this Agreement may be subject to state and federal privacy laws and regulations, including but not limited to the Xxxxx-Xxxxx-Xxxxxx Gramm‐Xxxxx‐Xxxxxx Act and any state statutes or regulations enacted or promulgated as a result thereof (the “GLB Act”). The GLB Act prohibits a non-affiliated non‐affiliated third party that performs services on behalf of an insurer from disclosing or using non-public non‐public personal information (“NPI”) other than to carry out the purposes for which NPI was disclosed. You are hereby prohibited from disclosing NPI directly or indirectly or using NPI except as necessary to carry out Your obligations pursuant to this Agreement. You represent and warrant that You shall comply with the state and federal laws in connection with Your performance of services hereunder, including, but not limited to, the GLB Act and its prohibitions against the use and disclosure of NPI. In addition, if You are notified that a customer opts out, You are prohibited by the GLB Act from using or disclosing NPI received from Company to market other goods and services to that customer. For purposes of this section, capitalized terms not otherwise defined shall have those meanings ascribed by the Health Insurance Portability and Accountability Act and its implementing regulations, each as amended from time to time (“HIPAA”). In Your capacity as a Business Associate to the Company, You agree: A. not to use or to disclose Protected Health Information (“PHI”) other than as permitted or required by this Agreement or as required by law. B. to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. C. to mitigate, to the extent practicable, any harmful effect that is known to You of a use or disclosure of PHI by You in violation of the requirements of this Agreement. D. to report to the Company any use or disclosure of the PHI by You or Your agents, including subcontractors, that is not provided for by this Agreement and of which You become aware. E. to ensure that any agent, including a subcontractor, to whom You provide PHI received from, or created or received by You on behalf of the Company, agrees in writing to the same restrictions and conditions that apply to You under this Agreement with respect to such information. F. to provide access, at the request of the Company, and in the time and manner it specifies in writing with reasonable advance notice, to PHI in a Designated Record Set, to the Company or, as directed by the Company, to a Policyholder or dependent. G. to make any amendment(s) to PHI in a Designated Record Set that the Company directs in response to a request of a Policyholder or dependent, and in the time and manner as the Company may specify in writing with reasonable advance notice. H. to make available to the Company, or to the Secretary of the Department of Health and Human Services (the "Secretary"ʺSecretaryʺ), Your internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by You on behalf of the Company (the “Materials”). The Materials shall be provided by You in the time and manner specified by the Company in writing with reasonable advance notice to You or designated by the Secretary. I. to document disclosures of PHI and information related to such disclosures as would be required for the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. J. to provide to Company or an individual designated by the Company, in the time and manner as the Company may specify in writing with reasonable advance notice, information collected in accordance with Section I. above, to permit the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. K. to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that You create, receive, maintain, or transmit on behalf of the Company as required under HIPAA. L. to report to the Company any breach of Your security of which You become aware. M. at termination of this Agreement, to return or destroy all PHI received from the Company, or created or received by You on behalf of the Company or to extend the protections of this Agreement to the information and to limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as You maintain such PHI. You hereby agree to indemnify and hold Us the Company harmless for any and all claims, expenses, costs, and damages which may be asserted by any third party or parties against Us the Company arising from Your action or inaction. You further acknowledge that this obligation shall survive the term of this agreement. You agree that during the term of this Agreement and for one year after the termination of this Agreement, to refrain from soliciting any account of Your General Agent with Us, whether for yourself or for others, directly or indirectly, and whether or not for compensation.

CONDUCT AND INDEMNIFICATION. You agree not to engage in any practice harmful to the best interests of the Company. You further agree that any such practice can serve as the basis for the immediate termination of this agreement. Services provided by You pursuant to this Agreement may be subject to state and federal privacy laws and regulations, including but not limited to the Xxxxx-Xxxxx-Xxxxxx Gramm‐Xxxxx‐Xxxxxx Act and any state statutes or regulations enacted or promulgated as a result thereof (the “GLB Act”). The GLB Act prohibits a non-affiliated non‐affiliated third party that performs services on behalf of an insurer from disclosing or using non-public non‐public personal information (“NPI”) other than to carry out the purposes for which NPI was disclosed. You are hereby prohibited from disclosing NPI directly or indirectly or using NPI except as necessary to carry out Your obligations pursuant to this Agreement. You represent and warrant that You shall comply with the state and federal laws in connection with Your performance of services hereunder, including, but not limited to, the GLB Act and its prohibitions against the use and disclosure of NPI. In addition, if You are notified that a customer opts out, You are prohibited by the GLB Act from using or disclosing NPI received from Company to market other goods and services to that customer. For purposes of this section, capitalized terms not otherwise defined shall have those meanings ascribed by the Health Insurance Portability and Accountability Act and its implementing regulations, each as amended from time to time (“HIPAA”). In Your capacity as a Business Associate to the Company, You agree: A. not to use or to disclose Protected Health Information (“PHI”) other than as permitted or required by this Agreement or as required by law. B. to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. C. to mitigate, to the extent practicable, any harmful effect that is known to You of a use or disclosure of PHI by You in violation of the requirements of this Agreement. D. to report to the Company any use or disclosure of the PHI by You or Your agents, including subcontractors, that is not provided for by this Agreement and of which You become aware. E. to ensure that any agent, including a subcontractor, to whom You provide PHI received from, or created or received by You on behalf of the Company, agrees in writing to the same restrictions and conditions that apply to You under this Agreement with respect to such information. F. to provide access, at the request of the Company, and in the time and manner it specifies in writing with reasonable advance notice, to PHI in a Designated Record Set, to the Company or, as directed by the Company, to a Policyholder or dependent. G. to make any amendment(s) to PHI in a Designated Record Set that the Company directs in response to a request of a Policyholder or dependent, and in the time and manner as the Company may specify in writing with reasonable advance notice. H. to make available to the Company, or to the Secretary of the Department of Health and Human Services (the "Secretary"ʺSecretaryʺ), Your internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by You on behalf of the Company (the “Materials”). The Materials shall be provided by You in the time and manner specified by the Company in writing with reasonable advance notice to You or designated by the Secretary. I. to document disclosures of PHI and information related to such disclosures as would be required for the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. J. to provide to Company or an individual designated by the Company, in the time and manner as the Company may specify in writing with reasonable advance notice, information collected in accordance with Section I. above, to permit the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. K. to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that You create, receive, maintain, or transmit on behalf of the Company as required under HIPAA. L. to report to the Company any breach of Your security of which You become aware. M. at termination of this Agreement, to return or destroy all PHI received from the Company, or created or received by You on behalf of the Company or to extend the protections of this Agreement to the information and to limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as You maintain such PHI. You hereby agree to indemnify and hold Us harmless for any and all claims, expenses, costs, and damages which may be asserted by any third party or parties against Us arising from Your action or inaction. You further acknowledge that this obligation shall survive the term of this agreement. You agree that during the term of this Agreement and for one year after the termination of this Agreement, to refrain from soliciting any account of Your General Agent with Us, whether for yourself or for others, directly or indirectly, and whether or not for compensation.

CONDUCT AND INDEMNIFICATION. You agree not to engage in any practice harmful to the best interests of the Company. You further agree that any such practice can serve as the basis for the immediate termination of this agreement. Services provided by You pursuant to this Agreement may be subject to state and federal privacy laws and regulations, including but not limited to the Xxxxx-Xxxxx-Xxxxxx Act and any state statutes or regulations enacted or promulgated as a result thereof (the “GLB Act”). The GLB OLE Act prohibits a non-affiliated third party that performs services on behalf of an insurer from disclosing or using non-public personal information (“NPINTT”) other than to carry out the purposes for which NPI NTT was disclosed. You are hereby prohibited from disclosing NPI directly or indirectly or using NPI except as necessary to carry out Your obligations pursuant to this Agreement. You You. represent and warrant that You shall comply with the state and federal laws in connection with Your performance of services hereunder, including, but not limited to, the GLB Act and its prohibitions against the use and disclosure of NPI. In addition, if You are notified that a customer opts out, You are prohibited by the GLB Act from using or disclosing NPI NH received from Company to market other goods and services to that customer. For purposes of this section, capitalized terms not otherwise defined shall have those meanings ascribed by the Health Insurance Portability and Accountability Act and its implementing regulations, each as amended from time to time (“HIPAA”). In Your capacity as a Business Associate to the Company, You agree: A. not to use or to disclose Protected Health Information (“PHI”) other than as permitted or required by this Agreement or as required by law. B. to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. C. to mitigate, to the extent practicable, any harmful effect that is known to You of a use or disclosure of PHI by You in violation of the requirements of this Agreement. D. to report to the Company any use or disclosure of the PHI by You or Your agents, including subcontractors, that is not provided for by this Agreement and of which You become aware. E. to ensure that any agent, including a subcontractor, to whom You provide PHI received from, or created created, or received by You on behalf of the Company, agrees in writing to the same restrictions and conditions that apply to You under this Agreement with respect to such information., F. to provide access, at the request of the Company, and in the time and manner it specifies in writing with reasonable advance notice, to PHI PI-II in a Designated Record Set, to the Company or, as directed by the Company, to a Policyholder or dependent. G. to make any amendment(s) to PHI in a Designated Record Set that the Company directs in response to a request of a Policyholder or dependent, and in the time and manner as the Company may specify in writing with reasonable advance notice. H. to make available to the Company, or to the Secretary of the Department of Health and Human Services (the "“Secretary"”), Your internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by You on behalf of the Company (the “Materials”). The Materials shall be provided by You in the time and manner specified by the Company in writing with reasonable advance notice to You or designated by the Secretary. I. to document disclosures of PHI and information related to such disclosures as would be required for the Form TIC GA 1-11 (Rev. 1/11) Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. J. to provide to Company or an individual designated by the Company, in the time and manner as the Company may specify in writing with reasonable advance notice, information collected in accordance with Section I. L above, to permit the Company to respond to a request by a Policyholder or dependent for an accounting of disclosures of PHI in accordance with HIPAA. K. to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that You create, receive, maintain, or transmit on behalf of the Company as required under HIPAA. L. to report to the Company any breach of Your security of which You become aware. . M. at termination of this Agreement, to return or destroy all PHI received from the Company, or created or received by You on behalf of the Company or to extend the protections of this Agreement to the information and to limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as You maintain such PHI. You hereby agree to indemnify and hold Us the Company harmless for any and all claims, expenses, costs, and damages which may be asserted by any third party or parties against Us the Company arising from Your action or inaction. , You further acknowledge that this obligation shall survive the term of this agreement. You agree that during the term of this Agreement and for one year after the termination of this Agreement, to refrain from soliciting any account of Your General Agent with Us, whether for yourself or for others, directly or indirectly, and whether or not for compensation.