Common use of CONFIDENTIALITY; PROPRIETARY RIGHTS Clause in Contracts

CONFIDENTIALITY; PROPRIETARY RIGHTS. Notwithstanding the following or any other provision of this Agreement, the Business Associate Agreement shall take precedence over and supersede this Section 8 and any other provision of this Agreement to the extent of any conflict or inconsistency between the terms of the Business Associate Agreement and the terms of this Agreement. (a) As between IT&S and Customer, any and all PHI, data, e-mails, information, reports and materials of or relating to Customer, any of its Facilities, Contract Entities or Affiliates or any of their patients stored by IT&S, transmitted by IT&S or generated by IT&S (except as provided below) in the course of performing the Services and all portions, versions (whether de-identified or not), compilations or aggregations thereof (collectively, “Customer Data”) are and shall remain the sole and exclusive property of Customer; provided, however, that all e-mails, reports and other materials that IT&S generates solely for its internal purposes in connection with performing its obligations hereunder or administering this Agreement shall not be considered “Customer Data”. IT&S shall have the right to use the Operational Customer Data (as defined below) as reasonably necessary to perform Services hereunder and to document its overall disaster recovery planning and other compliance activities. As used herein, “Operational Customer Data” means any Customer Data regarding the Services and Systems that are included in records of IT&S maintained in the ordinary course of its business, such as statistics regarding SLOs and the results of any disaster recovery testing involving Customer Facilities. IT&S shall provide all Customer Data (or portions thereof) to Customer as soon as practicable, but no later than thirty (30) days of the receipt of Customer’s request for such data or materials; provided, however, that IT&S may retain a copy of the Operational Customer Data (subject to the confidentiality provisions of this Agreement and the Business Associate Agreement) solely for compliance with applicable laws and regulations and resolution of any dispute arising under this Agreement until the applicable limitations period has expired, at which time IT&S shall, at Customer’s request, either return all of the Operational Customer Data to Customer or certify in writing to Customer that all of it has been destroyed. Notwithstanding the foregoing, (i) IT&S shall maintain copies of Customer Data for such periods of time as are required under this Agreement and for such other periods of time as IT&S, in its sole discretion, shall deem to be advisable. (b) IT&S warrants that it will retain all information belonging to Customer in confidence and will neither use it nor disclose it to anyone without the prior written consent of Customer. Notwithstanding the foregoing, to the extent that IT&S is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information required to be kept confidential pursuant to this Section 8, IT&S agrees to maintain the confidentiality of such information and to provide prompt notice to Customer, so that Customer may seek an appropriate protective order or waive compliance by IT&S with this Section 8. If, in the absence of a protective order or the receipt of a waiver by Customer hereunder, IT&S is, nonetheless, in the reasonable written opinion of counsel, legally required to disclose such information, IT&S may disclose such information, and IT&S shall not be liable pursuant to this Section 8; provided, that (i) IT&S shall furnish only that portion of the information which it is advised by counsel to disclose and (ii) IT&S shall exercise its reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed portion of the information. Moreover, nothing in this Agreement shall prevent IT&S from disclosing confidential information in any proceeding in which it is in an adversarial position to Customer. (c) IT&S will provide, and Customer agrees to comply with, reasonable security measures and procedures designed to (i) limit access to the Software and Customer Data to authorized personnel and (ii) minimize the possibility of unauthorized access. IT&S reserves the right to issue and change security procedures from time to time with notice to Customer, including passwords and user identification numbers, which may require acquisition and installation of additional applications, tools and/or equipment at Customer cost. Customer shall be responsible for safeguarding and controlling the use of passwords and user identification numbers assigned by IT&S. (d) During the Term of this Agreement and thereafter, Customer shall keep confidential all information pertaining to the use or operation of the Software, disclosing such information only to those persons who need to have such information in order to utilize the Systems. Each party shall promptly inform the other of any suit or action instituted against it based upon a claim that the Software, Services or any portion thereof misappropriates or infringes a patent, copyright, trade secret or other proprietary right of a third party. (e) The Software may include proprietary and copyrighted data or programs of third parties. Such data and programs are supplied to Customer pursuant to express authority of such third parties in licenses and agreements with IT&S. (f) IT&S understands that Customer may from time to time evaluate how information is accessed, stored and transmitted using the Services with respect to a variety of legal requirements, including confidentiality, privilege and searchability. As part of the Services. IT&S shall work with client to implement such changes as Customer may reasonably request from time to time in order to better satisfy these needs.

CONFIDENTIALITY; PROPRIETARY RIGHTS. Notwithstanding the following or any other provision of this Agreement, the Business Associate Agreement shall take precedence over and supersede this Section 8 and any other provision of this Agreement to the extent of any conflict or inconsistency between the terms of the Business Associate Agreement and the terms of this Agreement. (a) As between IT&S CHSPSC and Customer, any and all PHI, data, e-mails, information, reports and materials of or relating to Customer, any of its Facilities, Contract Entities or Affiliates or any of their patients stored by IT&SCHSPSC, transmitted by IT&S CHSPSC or generated by IT&S CHSPSC (except as provided below) in the course of performing the Services and all portions, versions (whether de-identified or not), compilations or aggregations thereof (collectively, “Customer Data”) are and shall remain the sole and exclusive property of Customer; provided, however, that all e-mails, reports and other materials that IT&S CHSPSC generates solely for its internal purposes in connection with performing its obligations hereunder or administering this Agreement shall not be considered “Customer Data”. IT&S CHSPSC shall have the right to use the Operational Customer Data (as defined below) as reasonably necessary to perform Services hereunder and to document its overall disaster recovery planning and other compliance activities. As used herein, “Operational Customer Data” means any Customer Data regarding the Services and Systems that are included in records of IT&S CHSPSC maintained in the ordinary course of its business, such as statistics regarding SLOs and the results of any disaster recovery testing involving Customer Facilities. IT&S CHSPSC shall provide all Customer Data (or portions thereof) to Customer as soon as practicable, but no later than within thirty (30) days of the receipt of Customer’s request for such data or materials; provided, however, that IT&S CHSPSC may retain a copy of the Operational Customer Data (subject to the confidentiality provisions of this Agreement and the Business Associate Agreement) solely for compliance with applicable laws and regulations and resolution of any dispute arising under this Agreement until the applicable limitations period has expired, at which time IT&S CHSPSC shall, at Customer’s request, either return all of the Operational Customer Data to Customer or certify in writing to Customer that all of it has been destroyed. Notwithstanding the foregoing, (i) IT&S CHSPSC shall maintain copies of Customer Data for such periods of time as are required under this Agreement and for such other periods of time as IT&SCHSPSC, in its sole discretion, shall deem to be advisable. (b) IT&S CHSPSC warrants that it will retain all information belonging to Customer in confidence and will neither use it nor disclose it to anyone without the prior written consent of Customer. Notwithstanding the foregoing, to the extent that IT&S CHSPSC is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information required to be kept confidential pursuant to this Section 8, IT&S CHSPSC agrees to maintain the confidentiality of such information and to provide prompt notice to Customer, so that Customer may seek an appropriate protective order or waive compliance by IT&S CHSPSC with this Section 8. If, in the absence of a protective order or the receipt of a waiver by Customer hereunder, IT&S is, nonetheless, CHSPSC in the reasonable written opinion of counsel, good faith determines that it is legally required to disclose such information, IT&S CHSPSC may disclose such information, and IT&S CHSPSC shall not be liable pursuant to this Section 8; provided, that (i) IT&S CHSPSC shall furnish only that portion of the information which it is advised by counsel to disclose and (ii) IT&S CHSPSC shall exercise its reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed portion of the information. Moreover, nothing in this Agreement shall prevent IT&S from disclosing confidential information in any proceeding in which it is in an adversarial position to Customer. (c) IT&S CHSPSC will provide, and Customer agrees to comply with, reasonable security measures and procedures designed to (i) limit access to the Software and Customer Data to authorized personnel and (ii) minimize the possibility of unauthorized access. IT&S CHSPSC reserves the right to issue and change security procedures from time to time with notice to Customer, including passwords and user identification numbers, which may require acquisition and installation of additional applications, tools and/or equipment at Customer cost. Customer shall be responsible for safeguarding and controlling the use of passwords and user identification numbers assigned by IT&S.CHSPSC. CHSPSC shall promptly provide Customer with written notice of any data breach or unauthorized access after CHSPSC becomes aware such actions have occurred. (d) During the Term of this Agreement and thereafter, Customer shall keep confidential all information pertaining to the use or operation of the Software, disclosing such information only to those persons who need to have such information in order to utilize the Systems. Each party shall promptly inform the other of any suit or action instituted against it based upon a claim that the Software, Services or any portion thereof misappropriates or infringes a patent, copyright, trade secret or other proprietary right of a third party. (e) The Software may include proprietary and copyrighted data or programs of third parties. Such data and programs are supplied to Customer pursuant to express authority of such third parties in licenses and agreements with IT&S.CHSPSC. (f) IT&S CHSPSC understands that Customer may from time to time evaluate how information is accessed, stored and transmitted using the Services with respect to a variety of legal requirements, including confidentiality, privilege and searchabilitysearch ability. As part of the Services. IT&S , CHSPSC shall work with client to implement such changes as Customer may reasonably request from time to time in order to better satisfy these needs.

CONFIDENTIALITY; PROPRIETARY RIGHTS. Notwithstanding the following or any other provision of this Agreement, the Business Associate Agreement shall take precedence over and supersede this Section 8 and any other provision of this Agreement to the extent of any conflict or inconsistency between the terms of the Business Associate Agreement and the terms of this Agreement. (a) As between IT&S and Customer, any and all PHI, data, e-mails, information, reports and materials of or relating to Customer, any of its Facilities, Contract Entities or Affiliates or any of their patients stored by IT&S, transmitted by IT&S or generated by IT&S (except as provided below) in the course of performing the Services and all portions, versions (whether de-identified or not), compilations or aggregations thereof (collectively, “Customer Data”) are and shall remain the sole and exclusive property of Customer; provided, however, that all e-mails, reports and other materials that IT&S generates solely for its internal purposes in connection with performing its obligations hereunder or administering this Agreement shall not be considered “Customer Data”. IT&S shall have the right to use the Operational Customer Data (as defined below) as reasonably necessary to perform Services hereunder and to document its overall disaster recovery planning and other compliance activities. As used herein, “Operational Customer Data” means any Customer Data regarding the Services and Systems that are included in records of IT&S maintained in the ordinary course of its business, such as statistics regarding SLOs and the results of any disaster recovery testing involving Customer Facilities. IT&S shall provide all Customer Data (or portions thereof) to Customer as soon as practicable, but no later than within thirty (30) days of the receipt of Customer’s request for such data or materials; provided, however, that IT&S may retain a copy of the Operational Customer Data (subject to the confidentiality provisions of this Agreement and the Business Associate Agreement) solely for compliance with applicable laws and regulations and resolution of any dispute arising under this Agreement until the applicable limitations period has expired, at which time IT&S shall, at Customer’s request, either return all of the Operational Customer Data to Customer or certify in writing to Customer that all of it has been destroyed. Notwithstanding the foregoing, (i) IT&S shall maintain copies of Customer Data for such periods of time as are required under this Agreement and for such other periods of time as IT&S, in its sole discretion, shall deem to be advisable. (b) IT&S warrants that it will retain all information belonging to Customer in confidence and will neither use it nor disclose it to anyone without the prior written consent of Customer. Notwithstanding the foregoing, to the extent that IT&S is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information required to be kept confidential pursuant to this Section 8, IT&S agrees to maintain the confidentiality of such information and to provide prompt notice to Customer, so that Customer may seek an appropriate protective order or waive compliance by IT&S with this Section 8. If, in the absence of a protective order or the receipt of a waiver by Customer hereunder, IT&S is, nonetheless, in the reasonable written opinion of counsel, legally required to disclose such information, IT&S may disclose such information, and IT&S shall not be liable pursuant to this Section 8; provided, that (i) IT&S shall furnish only that portion of the information which it is advised by counsel to disclose and (ii) IT&S shall exercise its reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed portion of the information. Moreover, nothing in this Agreement shall prevent IT&S from disclosing confidential information in any proceeding in which it is in an adversarial position to Customer. (c) IT&S will provide, and Customer agrees to comply with, reasonable security measures and procedures designed to (i) limit access to the Software and Customer Data to authorized personnel and (ii) minimize the possibility of unauthorized access. IT&S reserves the right to issue and change security procedures from time to time with notice to Customer, including passwords and user identification numbers, which may require acquisition and installation of additional applications, tools and/or equipment at Customer cost. Customer shall be responsible for safeguarding and controlling the use of passwords and user identification numbers assigned by IT&S. (d) During the Term of this Agreement and thereafter, Customer shall keep confidential all information pertaining to the use or operation of the Software, disclosing such information only to those persons who need to have such information in order to utilize the Systems. Each party shall promptly inform the other of any suit or action instituted against it based upon a claim that the Software, Services or any portion thereof misappropriates or infringes a patent, copyright, trade secret or other proprietary right of a third party. (e) The Software may include proprietary and copyrighted data or programs of third parties. Such data and programs are supplied to Customer pursuant to express authority of such third parties in licenses and agreements with IT&S. (f) IT&S understands that Customer may from time to time evaluate how information is accessed, stored and transmitted using the Services with respect to a variety of legal requirements, including confidentiality, privilege and searchability. As part of the Services. IT&S shall work with client to implement such changes as Customer may reasonably request from time to time in order to better satisfy these needs.