Common use of Recipient Obligations Clause in Contracts

Recipient Obligations. Recipient shall: 1) maintain the confidentiality of all the Confidential Information pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate to the nature of the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicable.

Recipient Obligations. With respect to Disclosing Party’s Confidential Information, Recipient shall: 1(a) maintain safeguard the confidentiality of all the such Confidential Information pursuant to this Agreement, with at least the same degree of care as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to would protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the its own Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit no event with less than a commercially reasonable degree of others, or in violation of any applicable laws or regulations; care; (b) Not creating derivative works based upon the Confidential Information, copying the use such Confidential Information, or publishing permit it to be accessed or disclosing used, only for the Purpose; (c) not use such Confidential Information, or permit it to be accessed or used, in any manner to Disclosing Party’s detriment; (d) not reverse engineer, decompile, or disassemble Confidential Information; and (e) except as required by law or permitted under this Agreement, not disclose such Confidential Information to any individual or entity third party, except in accordance with this Agreement; to Recipient’s Representatives who (ci) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate need to the nature of the know such Confidential Information to safeguard against assist or act on behalf of Recipient in relation to the Purpose or to exercise Recipient’s rights under this Agreement; (ii) are informed by Recipient of the confidential nature of such Confidential Information; and (iii) are subject to confidentiality obligations to Recipient that are no less protective than this Agreement. Recipient shall be responsible for any breach of this Agreement caused by any of its Representatives. In addition, Recipient shall promptly notify Disclosing Party upon the discovery of any loss, any unauthorized Accessdisclosure, access, or use of any of Disclosing Party’s Confidential Information, or any breach of this Agreement, by Recipient or any of its Representatives. In such an event, Recipient and its Representatives shall use commercially reasonable efforts to assist Disclosing Party to regain possession of all such Confidential Information and to prevent any such further loss, breach, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies access, and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicableuse.

Recipient Obligations. Recipient shall: 1) maintain . RECIPIENT will not use the confidentiality Data Set, either alone or in concert with any other information, to make any effort to identify or contact individuals who are or may be the sources of all the Confidential Information Data Set without specific written approval from PROVIDER and appropriate Institutional Review Board approval, if required pursuant to 45 CFR 46. 2. Should RECIPIENT inadvertently receive identifiable information or otherwise identify a subject, RECIPIENT shall promptly notify PROVIDER and follow PROVIDER’s reasonable written instructions, which may include return or destruction of the identifiable information. 3. RECIPIENT shall use the Data Set to conduct the Study and solely by RECIPIENT Scientist and other RECIPIENT faculty, employees, fellows, students, and agents (“RECIPIENT Personnel”) that have a need to use the Data Set in connection with the Study and whose obligations of use are consistent with the terms of this Agreement. RECIPIENT shall not use the Data Set for any other purpose, without the prior written approval of PROVIDER. RECIPIENT shall implement appropriate technical and administrative safeguards to prevent the use or disclosure of the Data Set for purposes other than as required hereinprovided for by this Agreement. RECIPIENT agrees to retain control over the Data Set and shall not disclose, 2) comply with all federal and State laws and regulations related release, sell, rent, lease, loan, or otherwise grant access to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as Data Set to any Confidential Information shared third Party, without the prior written consent of PROVIDER. If approved, RECIPIENT will ensure the third Party agrees to the same restrictions and conditions that apply through this Agreement to the RECIPIENT with respect to such information. RECIPIENT shall promptly report to PROVIDER any use or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but Data Set that is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information allowed for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate to the nature of the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement of which it becomes aware. Upon request, RECIPIENT will provide PROVIDER access to any resulting Data Set. PROVIDER may use the Data Set for research purposes. 1. The Parties agree dissemination of Project findings, by publication or otherwise is a valuable objective of the Project. Joint publications are encouraged with authorship of such publications decided according to commonly accepted conventions for scientific publications. 2. RECIPIENT shall provide the PROVIDER Investigator access to, either electronically or in accordance with Department policies paper form, a copy of every publication of material based on or developed under this agreement. 3. Neither Party shall use the other Party’s name, trademarks, or other logos in any publicity, advertising, or news release without the prior written approval of an authorized representative of that Party. 4. The Parties agree that each Party may disclose factual information regarding the existence and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding purpose of the Confidential Information in a physically and electronically secure location where Access relationship that is limited to authorized persons; (f) Maintaining an up-to-date list the subject of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to without written permission from the other Party provided that any such statement shall not in any manner imply endorsement by the other Party whose name is being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicableused.

Recipient Obligations. Recipient shall: 1) maintain the confidentiality of all the Confidential Information pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate to the nature of the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations;; DocuSign Envelope ID: 4B4EF114-6408-4667-9155-C2980548F446 (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicable.

Recipient Obligations. The Recipient shall: 1) maintain the confidentiality of all acknowledges that the Confidential Information pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and securityis, and 3) ensure shall remain, the sole and exclusive property of the Disclosing Party, and contains sensitive, competitive, and confidential and proprietary information that any Affiliates comply with is valuable to the preceding two requirements as Disclosing Party. As such, the Recipient agrees to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of hold the Confidential Information in confidence and will ensure only those individuals performing services contemplated in this Agreement not disclose or use, or permit its disclosure or use, to any Person (as defined below) not otherwise permitted herein, and shall use commercially reasonable efforts to protect the same and the confidentiality thereof. The Confidential Information will be permitted used solely for the Purpose, and for no other purpose. Except as required by Law (as defined below), the Recipient further agrees to Access not at any time or in any manner, directly or indirectly, disclose to any Person (other than its Representatives) any information about the Purpose, or the terms and conditions or any other facts relating thereto, including without limitation, the fact it is evaluating the Confidential Information or that discussions are taking place or have taken place with respect to the Confidential Information. As used herein, the term “Person” shall be broadly interpreted to include, without limitation, any corporation, limited liability company, partnership, other entity or individual. Notwithstanding the foregoing, however, the Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying may disclose the Confidential Information, or publishing portions thereof, to the minimum number of its Representatives who need to know such information related to the Purpose. Prior to or disclosing concurrently with the delivery of the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrativeInformation, technical, and organizational security measures appropriate to the Recipient shall inform all such Representatives of the confidential nature of the Confidential Information Information, and the Representatives will agree to safeguard against unauthorized Access, disclosure, or theft of comply with the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements terms set forth in this Agreement prior applicable to being granted Access such Representatives and to not disclose the information to any other Person. No further use, disclosure or dissemination of Confidential Information by the Recipient or its Representatives not expressly authorized hereby is permitted. The Recipient agrees to be responsible for any breach of the terms of this Agreement that apply to its Representatives by its Representatives. Any proceeding to enforce any breach of this Agreement by Recipient or its or its affiliates’ officers, directors, employees, partners, members or controlling persons shall be brought against Recipient only, except to the Confidential Information; (h) Not allowingextent equitable relief is sought, through action including injunctive relief or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United Statesspecific performance. For the purposes avoidance of doubt, Recipient shall not be responsible for breaches of this restriction, “Access” does not include remote support sessions for devices Agreement by those of its Representatives who have entered into a confidentiality agreement directly with Diamond in a form that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted is acceptable to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicablethereto.

Recipient Obligations. Recipient shall: 1) maintain the confidentiality of all the Confidential Information pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate to the nature of the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicable.

Recipient Obligations. Recipient shall: 1) maintain the confidentiality of all the Confidential Information pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate to the nature of the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations;; DocuSign Envelope ID: 8F003691-8D62-4BA8-9CF1-C5B493C45D84 (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicable.

Recipient Obligations. Recipient shall: 1) maintain the confidentiality of all the Confidential Information pursuant to this Agreement, as required herein, 2) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with the preceding two requirements as to any Confidential Information shared with or otherwise Accessed by the Affiliate. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Information. Recipient shall perform the following measures to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate to the nature of the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations;; DocuSign Envelope ID: 9F45AF9F-B551-416A-84F2-EFE8530300A5 (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements set forth in this Agreement prior to being granted Access to the Confidential Information; (h) Not allowing, through action or inaction, any Confidential Information to be sent by any medium, transmitted, or to be Accessed outside of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools; and (i) Performing all actions necessary to assist with all tasks in furtherance of the Department’s efforts to comply with the obligations under Chapters 60FF and 60GG, Florida Administrative Code, as applicable.

Recipient Obligations. Recipient shallshall use the Covered Data solely to effectuate the Purpose as expressly stated in Section 1 and will not disclose or provide the Covered Data to any third party or to Recipient’s employees who do DocuSign Envelope ID: 1) maintain 42EC43B2-C8BF-4892-995F-B67ADD7E1DD7 not have a reasonable need to access the confidentiality of all the Confidential Information pursuant Covered Data in order to perform their responsibilities as contemplated by this Agreement. Without limiting the generality of the foregoing, except as expressly required hereinin furtherance of the Purpose, 2(a) comply with all federal and State laws and regulations related to information privacy and security, and 3) ensure that any Affiliates comply with Recipient will not disclose or provide the preceding two requirements as Covered Data to any Confidential Information shared with employer, health plan, consultant, contractor or subcontractor, unless required to do so by its obligations to Client, without Discloser’s express prior written consent; (b) Recipient will not create any derivative of Covered Data; (c) if the Covered Data is de-identified, Recipient shall not attempt to re-identify the Covered Data (i.e., to return the Covered Data to personally identifiable form) or enable any third party to do so and shall take all precautions reasonably necessary to prevent any re- identification of the Covered Data; and (d) in no event will Recipient publicly disclose any Covered Data. Recipient will make only the minimum number of copies of the Covered Data necessary to effectuate the Purposes. Recipient will not use the Covered Data to create a list or otherwise Accessed by use the AffiliateCovered Data to mail, telemarket, or otherwise develop or apply a marketing model to Covered Data. Recipient shall take all measures necessary to protect against improper Access to and/or disclosure not use the Covered Data for commercial purposes, including, but not limited to, making the Covered Data available for sale, rental or theft of the Confidential Information and will ensure only those individuals performing services contemplated in this Agreement will be permitted to Access the Confidential Informationlease. Recipient shall perform the following measures issue appropriate instruction to preserve the privacy, security, confidentiality, integrity, and accessibility of the Confidential Information which includes, but is not limited to: (a) Using the Confidential Information only to provide services and/or commodities as contemplated in this Agreement and not otherwise using the Confidential Information for Recipient’s own benefit or the benefit of others, or in violation of any applicable laws or regulations; (b) Not creating derivative works based upon the Confidential Information, copying the Confidential Information, or publishing or disclosing the Confidential Information to any individual or entity except in accordance with this Agreement; (c) Implementing and maintaining protective administrative, technical, and organizational security measures appropriate each employee given access to the nature of Covered Data regarding the Confidential Information to safeguard against unauthorized Access, disclosure, or theft of the Confidential Information; (d) Maintaining the confidentiality of the Confidential Information under this Agreement in accordance with Department policies and procedures and applicable State and federal laws and regulations; (e) Storing and safeguarding the Confidential Information in a physically and electronically secure location where Access is limited to authorized persons; (f) Maintaining an up-to-date list of individuals who are authorized to Access the Confidential Information; (g) Instructing and requiring all individuals authorized to Access the Confidential Information to adhere to the confidentiality requirements restrictions set forth in this Agreement prior to being granted Access and shall provide physical security of the Covered Data to the Confidential Information; (h) Not allowingsame or greater degree that Recipient protects its own most sensitive data, through action but no less than reasonable care. Recipient shall not process any Covered Data for the purpose of determining credit worthiness or inactioninsurability. Recipient will not use, any Confidential Information to be sent by any medium, transmitteddisclose, or process any Covered Data in a way or for a purpose that violates applicable law or any person’s rights. If at any time Discloser reasonably requests that any Covered Data be returned or destroyed, and such request does not conflict with Recipient’s obligations to be Accessed outside Client, Recipient will return or destroy the designated Covered Data. Should a request conflict with Recipient’s obligations to Client, Recipient shall notify Client of the United States. For the purposes of this restriction, “Access” does not include remote support sessions for devices that might contain the Confidential Information; however, during the remote support session the Department requires Recipient to escort the remote support access and maintain visibility of the actions taken during the remote support access. Requests for remote access will be submitted to the Department’s Contract Manager. With approval, third parties may be granted time-limited terminal service access to information technology resources as necessary for fulfillment of related responsibilities. Remote connections are subject to detailed monitoring via two-way log reviews request and the use of other tools; and (i) Performing all actions necessary Parties and Client shall cooperate to assist with all tasks resolve the issue. If Recipient reasonably believes that any Covered Data was provided to Recipient in furtherance of the Department’s efforts error, Recipient will promptly inform Discloser or such potential error. Recipient will require any third party to comply with the obligations under Chapters 60FF and 60GGwhich it discloses any Covered Data, Florida Administrative Code, to agree to equally restrictive covenants related to Covered Data as applicablethose in present in this Agreement.