Common use of RECORDS, DOCUMENTS AND INFORMATION Clause in Contracts

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, or other information produced by the MCP under this Agreement and all records, documents, writings, or other information used by the MCP in the performance of this Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP MCOP shall maintain an appropriate record system for services provided to members. The MCP MCOP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP MCOP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117audit. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP MCOP at a disadvantage in the market place marketplace and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietary, regardless of media type (CD-CD- ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP MCOP as proprietary shall not be held confidential and the MCP MCOP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP MCOP to any third party without the express written authorization of the MCPMCOP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP MCOP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP MCOP proprietary information, ODM shall reasonably promptly notify the MCP MCOP and shall do so before any disclosure unless otherwise ordered by the courtcourt . If the MCP MCOP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP MCOP agrees to provide for the legal defense of all such proprietary information. The MCP MCOP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP MCOP or by ODM. If the MCP MCOP fails to promptly notify ODM in writing that the MCP MCOP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Agreement. The MCP MCOP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part Parts 160 and 164. D. The MCP MCOP agrees, certifies, and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP MCOP shall maintain an appropriate record system for services provided to members. The MCP MCOP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP MCOP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117audit. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP MCOP at a disadvantage in the market place marketplace and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietary, regardless of media type (CD-CD- ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP MCOP as proprietary shall not be held confidential and the MCP MCOP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP MCOP to any third party without the express written authorization of the MCPMCOP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP MCOP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP MCOP proprietary information, ODM shall reasonably promptly notify the MCP MCOP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP MCOP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP MCOP agrees to provide for the legal defense of all such proprietary information. The MCP MCOP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP MCOP or by ODM. If the MCP MCOP fails to promptly notify ODM in writing that the MCP MCOP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Agreement. The MCP MCOP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part Parts 160 and 164. D. The MCP MCOP agrees, certifies, and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Provider Agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Provider Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall must be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall must maintain an appropriate record system for services provided to members. The MCP shall must retain all records in accordance with 42 45 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 11774.53. B. All information provided by the MCP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section Section 1333.61(D)]. The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietaryproprietary or trade secret, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the The MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationinformation submitted to ODM. The MCP ODM shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by promptly notify the MCP or by ODM. If the MCP fails to promptly notify ODM in writing or via email of the need to legally defend the proprietary information such that the MCP intends is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend against disclosure the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Provider Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. ODM will make the final determination of whether any or all of the information identified by the MCP is proprietary or a trade secret. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Provider Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 C.F.R. 2.12 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Provider Agreement. The MCP shall must implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Provider Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the The appropriate records retention schedule for this Provider Agreement is for a total period of 10 years as are the audit and inspection rights for those recordseight (8) years. For the initial three (3) years of the retention period, the records shall must be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Provider Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, or other information produced by the MCP under this Agreement and all records, documents, writings, or other information used by the MCP in the performance of this Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, State or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the courtdisclosure. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Provider Agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Provider Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall must be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall must maintain an appropriate record system for services provided to members. The MCP shall must retain all records in accordance with 42 45 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 11774.53. B. All information provided by the MCP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section Section 1333.61(D)]. The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietaryproprietary or trade secret, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the The MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationinformation submitted to ODM. The MCP ODM shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by promptly notify the MCP or by ODM. If the MCP fails to promptly notify ODM in writing or via email of the need to legally defend the proprietary information such that the MCP intends is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend against disclosure the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Provider Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. ODM will make the final determination of whether any or all of the information identified by the MCP is proprietary or a trade secret. The provisions of this Article are not self-self- executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Provider Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 C.F.R. 2.12 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Provider Agreement. The MCP shall must implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Provider Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the The appropriate records retention schedule for this Provider Agreement is for a total period of 10 years as are the audit and inspection rights for those recordseight (8) years. For the initial three (3) years of the retention period, the records shall must be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Provider Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Agreement provider agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Agreement provider agreement shall be treated in accordance with OAC rule 51605101:3-26-06 and shall be provided to ODM, or its designee, if requestedof the Ohio Administrative Code. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall must maintain an appropriate record system for services provided to members. The MCP shall must retain all records in accordance with 42 45 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117Part 74. B. All information provided by the MCP to ODM ODJFS that is proprietary shall be held to be strictly confidential by ODMODJFS. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in ORC section part [see Ohio Revised Code Section 1333.61(D)]. The MCP agrees to expressly indicate by marking is responsible for notifying ODJFS of the top or bottom nature of each individual record containing the information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODMODJFS. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees Failure to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be prior notification is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM ODJFS for violation of this Agreement agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. ODJFS reserves the right to require reasonable evidence of MCP's assertion of the proprietary nature of any information to be provided and ODJFS will make the final determination of whether any or all of the information identified by the MCP is proprietary or a trade secret. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreementprovider agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM the ODJFS and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreementprovider agreement. The MCP shall must implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section 1333.61(D)]. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the The MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationinformation submitted to ODM. The MCP ODM shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by promptly notify the MCP or by ODM. If the MCP fails to promptly notify ODM in writing or via email of the need to legally defend the proprietary information such that the MCP intends is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend against disclosure the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part 160 and 164. D. The MCP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section Section 1333.61(D)]. The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietaryproprietary or trade secret, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the The MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationinformation submitted to ODM. The MCP ODM shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by promptly notify the MCP or by ODM. If the MCP fails to promptly notify ODM in writing or via email of the need to legally defend the proprietary information such that the MCP intends is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend against disclosure the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-self- executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Provider Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Provider Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall must be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall MCOP must maintain an appropriate record system for services provided to members. The MCP shall MCOP must retain all records in accordance with 42 45 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 11774.53. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP MCOP at a disadvantage in the market place and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section Section 1333.61(D)]. The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietaryproprietary or trade secret, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is The MCOP also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related information submitted to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to ODM shall promptly notify ODM the MCOP in writing that or via email of the MCP intends need to legally defend against disclosure the proprietary information such that the MCOP is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Provider Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. ODM will make the final determination of whether any or all of the information identified by the MCOP is proprietary or a trade secret. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Provider Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 C.F.R. 2.12 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Provider Agreement. The MCP shall MCOP must implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP MCOP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance performance, under or pertaining to this Provider Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the The appropriate records retention schedule for this Provider Agreement is for a total period of 10 years as are the audit and inspection rights for those recordseight (8) years. For the initial three (3) years of the retention period, the records shall must be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Provider Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP MCOP shall maintain an appropriate record system for services provided to members. The MCP MCOP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP MCOP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117audit. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP MCOP at a disadvantage in the market place and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietary, regardless of media type (CD-CD- ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP MCOP as proprietary shall not be held confidential and the MCP MCOP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP MCOP to any third party without the express written authorization of the MCPMCOP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, State or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP MCOP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP MCOP proprietary information, ODM shall reasonably promptly notify the MCP MCOP and shall do so before any disclosure unless otherwise ordered by the courtdisclosure. If the MCP MCOP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP MCOP agrees to provide for the legal defense of all such proprietary information. The MCP MCOP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP MCOP or by ODM. If the MCP MCOP fails to promptly notify ODM in writing that the MCP MCOP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Agreement. The MCP MCOP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part Parts 160 and 164. D. The MCP MCOP agrees, certifies, and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Agreement provider agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Agreement provider agreement shall be treated in accordance with OAC rule 51605101:3-26-06 and shall be provided to ODM, or its designee, if requestedof the Ohio Administrative Code. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall must maintain an appropriate record system for services provided to members. The MCP shall must retain all records in accordance with 42 45 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117Part 74. B. All information provided by the MCP to ODM ODJFS that is proprietary shall be held to be strictly confidential by ODMODJFS. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in ORC section part [see Ohio Revised Code Section 1333.61(D)]. The MCP agrees to expressly indicate by marking is responsible for notifying ODJFS of the top or bottom nature of each individual record containing the information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODMODJFS. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees Failure to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be prior notification is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM ODJFS for violation of this Agreement agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s 's secrecy. ODJFS reserves the right to require reasonable evidence of MCP's assertion of the proprietary nature of any information to be provided and ODJFS will make the final determination of whether any or all of the information identified by the MCP is proprietary or a trade secret. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreementprovider agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM the ODJFS and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreementprovider agreement. The MCP shall must implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP MCOP shall maintain an appropriate record system for services provided to members. The MCP MCOP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP MCOP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117audit. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP MCOP at a disadvantage in the market place and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietary, regardless of media type (CD-CD- ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP MCOP as proprietary shall not be held confidential and the MCP MCOP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP MCOP to any third party without the express written authorization of the MCPMCOP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, State or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP MCOP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP MCOP proprietary information, ODM shall reasonably promptly notify the MCP MCOP and shall do so before any disclosure unless otherwise ordered by the courtdisclosure. If the MCP MCOP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP MCOP agrees to provide for the legal defense of all such proprietary information. The MCP MCOP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP MCOP or by ODM. If the MCP MCOP fails to promptly notify ODM in writing that the MCP MCOP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Agreement. The MCP MCOP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part Parts 160 and 164. D. The MCP MCOP agrees, certifies, and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance performance, under or pertaining to this Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. The appropriate records retention schedule for this Agreement is for a total period of eight years. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section 1333.61(D)]. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the The MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationinformation submitted to ODM. The MCP ODM shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by promptly notify the MCP or by ODM. If the MCP fails to promptly notify ODM in writing or via email of the need to legally defend the proprietary information such that the MCP intends is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend against disclosure the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part 160 and 164. D. The MCP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP MCOP shall maintain an appropriate record system for services provided to members. The MCP MCOP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP MCOP at a disadvantage in the market place marketplace and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietary, regardless of media type (CD-CD- ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP MCOP as proprietary shall not be held confidential and the MCP MCOP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP MCOP to any third party without the express written authorization of the MCPMCOP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP MCOP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP MCOP proprietary information, ODM shall reasonably promptly notify the MCP MCOP and shall do so before any disclosure unless otherwise ordered by the courtcourt . If the MCP MCOP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP MCOP agrees to provide for the legal defense of all such proprietary information. The MCP MCOP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP MCOP or by ODM. If the MCP MCOP fails to promptly notify ODM in writing that the MCP MCOP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Agreement. The MCP MCOP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part Parts 160 and 164. D. The MCP MCOP agrees, certifies, and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP MCOP agrees that all records, documents, writings, writings or other information produced by the MCP MCOP under this Agreement and all records, documents, writings, writings or other information used by the MCP MCOP in the performance of this Agreement shall be treated in accordance with OAC rule rules 5160-58-01.1 and 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP MCOP shall maintain an appropriate record system for services provided to members. The MCP MCOP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP MCOP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP MCOP at a disadvantage in the market place and trade of which the MCP MCOP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section 1333.61(D)]. ODM will not share or otherwise disclose proprietary information received from the MCOP to any third party without the express written authorization of the MCOP, except that ODM shall be permitted to share proprietary information with contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. The MCP MCOP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP MCOP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP MCOP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is The MCOP also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related information submitted to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to ODM shall promptly notify ODM the MCOP in writing that or via email of the MCP intends need to legally defend against disclosure the proprietary information such that the MCOP is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP MCOP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP MCOP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP MCOP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP MCOP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP MCOP for services under this Agreement. The MCP MCOP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part Parts 160 and 164. D. The MCP MCOP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCPMCOP. E. All records relating to performance performance, under or pertaining to this Agreement will be retained by the MCP MCOP in accordance to the appropriate records retention schedule. The appropriate records retention schedule for this Agreement is for a total period of eight years. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP MCOP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP MCOP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP MCOP to keep the records longer then the approved records retention schedule. The MCP MCOP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP MCOP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP MCOP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP MCOP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP MCOP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP MCOP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, or other information produced by the MCP under this Agreement and all records, documents, writings, or other information used by the MCP in the performance of this Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be confidential by ODM. Proprietary information is information which: (a) if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in ORC section 1333.61(D). The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, State or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the courtdisclosure. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP CONTRACTOR agrees that all records, documents, writings, and other information, created or other information produced by used pursuant to this Contract will be treated according to the MCP under this Agreement following terms, and all records, documents, writings, or other information used by that the MCP terms will be included in any subgrant agreements executed for the performance of the Deliverables under this Agreement shall be treated in accordance Contract: A. CONTRACTOR agrees that any media produced pursuant to this Contract or acquired with OAC rule 5160-26-06 and shall be provided to ODM, or its designee, if requestedContract funds will become the property of GOFBCI. This includes all records, documents, writingsreports, data, photographs (including negatives), and electronic reports and records. GOFBCI will maintain the unrestricted right to reproduce, distribute, modify, maintain, and use the media in any way GOFBCI deems appropriate. CONTRACTOR further agrees not to seek or obtain copyright, patent or other information used by proprietary protection for any subcontractors materials or items produced under this Contract. CONTRACTOR understands that all materials and other delegated entities who have an arrangement for performance items produced under this Contract will be made freely available to the Agreement which shall also be provided to ODM upon request. The MCP shall maintain an appropriate record system for services provided to members. The MCP shall retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges public unless GOFBCI or ODJFS determines that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117certain materials are confidential under federal or state law. B. All GOFBCI or ODJFS information provided that is classified as public or private under Ohio law and GOFBCI or ODJFS rules will be treated as such by CONTRACTOR. Should the nature of any information be in question, GOFBCI and ODJFS will determine whether the information is public or private. CONTRACTOR will restrict the use of any information, systems, or records GOFBCI or ODJFS provides to the specific Deliverables specified in ARTICLE I of this Contract. CONTRACTOR and its employees agree to be bound by the MCP same standards and rules of confidentiality that apply to ODM employees of GOFBCI, ODJFS and the State of Ohio. CONTRACTOR agrees that the terms of this Section B will be included in any contract or subgrant executed by CONTRACTOR for work under this Contract. C. CONTRACTOR information that is proprietary shall and has been specifically identified by CONTRACTOR as proprietary will be held to be as confidential by ODMGOFBCI and ODJFS. Proprietary information is information which: (a) if made public, that would put the MCP CONTRACTOR at a competitive disadvantage in the CONTRACTOR’s market place and trade if it were made public. ODJFS reserves the right to require reasonable evidence of which CONTRACTOR’s assertion of the MCP is a part, and (b) proprietary nature of any information. The provisions of this ARTICLE are not self-executing. CONTRACTOR must demonstrate that any information claimed as proprietary meets the definition of “trade secretsecrets” as defined in found at ORC section 1333.61(D). The MCP agrees 1333.61. D. All records relating to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietarycost, regardless of media type (CD-ROMwork performed, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records supporting documentation for invoices submitted to ODMGOFBCI and ODJFS, and specifically identify the proprietary information contained in each individual record. ODM copies of all materials produced under or pertaining to this Contract will be retained by CONTRACTOR and will be made available for audit by state and federal government entities that include but not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCPlimited to, except that ODM shall be permitted to share proprietary information with GOFBCI, ODJFS, the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order Inspector General and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationduly authorized law enforcement officials. The MCP shall be responsible for records and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Agreement or of any laws protecting proprietary information. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreement. The MCP shall implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance under or pertaining to this Agreement materials will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is made available for a total period minimum of 10 years as are the audit and inspection rights for those records. For the initial three (3) years after CONTRACTOR receives the last payment pursuant to this Contract. If an audit, litigation or similar action is initiated during this time period, CONTRACTOR will retain the records until the action is concluded and all issues are resolved, or until the end of the retention period, three-year period if the records shall be stored in a manner and place that provides readily available access. If any records are destroyed action is resolved prior to the date as determined by end of the appropriate records retention schedulethree-year period. If applicable, CONTRACTOR must meet the MCP agrees to pay to ODM all damagesrequirements of the federal Office of Management and Budget (OMB) Circulars X-000, costsX-000, and expenses incurred by ODM associated with any causeA-133. CONTRACTOR acknowledges, action or litigation arising from such destruction after the contract period expires. F. The MCP agrees to retain all records in accordance with any litigation holds ORC 149.43, that financial records related to the performance of services under this Contract are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP presumptively deemed public records. E. CONTRACTOR hereby agrees to pay current and ongoing compliance with Title 42, Section 1320 of the United States Code (42 USC 1320(d) -1320(d)(8)) and the implementing regulations found at Title 45, Parts 164.502 and 164.504 of the Code of Federal Regulations (45 CFR 164.502(e) and 164.504(e)) regarding disclosure of Protected Health Information under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). CONTRACTOR further agrees to ODM all damages, costs, and expenses incurred by ODM associated with include the terms of this Section E in any cause, action, or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed subcontracts that may be executed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable lawContract.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Provider Agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Provider Agreement shall be treated in accordance with OAC rule 5160-26-06 and shall must be provided to ODM, or its designee, if requested. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall must maintain an appropriate record system for services provided to members. The MCP shall must retain all records in accordance with 42 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117. B. All information provided by the MCP to ODM that is proprietary shall be held to be strictly confidential by ODM. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in part [see ORC section Section 1333.61(D)]. The MCP agrees to expressly indicate by marking the top or bottom of each individual record containing information the MCP deems proprietaryproprietary or trade secret, regardless of media type (CD-ROM, Excel file etc.), ) prior to its release to ODM, unless otherwise specified by ODM. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the The MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees to provide for the legal defense of all such proprietary informationinformation submitted to ODM. The MCP ODM shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by promptly notify the MCP or by ODM. If the MCP fails to promptly notify ODM in writing or via email of the need to legally defend the proprietary information such that the MCP intends is afforded the opportunity to adequately defend such information. Failure to provide such prior notification or failure to legally defend against disclosure the proprietary nature of proprietary information, that failure shall be such information is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM for violation of this Provider Agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Provider Agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Provider Agreement. The MCP shall must implement procedures to ensure that in the process of coordinating care, each enrollee's privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, certifies and affirms that HHS, US Comptroller General, General or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance performance, under or pertaining to this Provider Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant The appropriate records retention schedule for this Provider Agreement is for a total period of 8 years. Beginning January 1, 2018, pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement provider agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall must be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expiresdestruction. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, ends and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, costs and expenses incurred by ODM associated with any cause, action, action or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Provider Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.

RECORDS, DOCUMENTS AND INFORMATION. A. The MCP agrees that all records, documents, writings, writings or other information produced by the MCP under this Agreement provider agreement and all records, documents, writings, writings or other information used by the MCP in the performance of this Agreement provider agreement shall be treated in accordance with OAC rule 51605101:3-26-06 and shall be provided to ODM, or its designee, if requestedof the Ohio Administrative Code. This includes all records, documents, writings, or other information used by any subcontractors and other delegated entities who have an arrangement for performance under the Agreement which shall also be provided to ODM upon request. The MCP shall must maintain an appropriate record system for services provided to members. The MCP shall must retain all records in accordance with 42 45 CFR 438.3(u) and comply with the audit and inspection rights of those records in accordance with 42 CFR 438.3(h). The MCP acknowledges that these records, including those of any subcontractors and other delegated entities, may be a part of any audit conducted by the Auditor of the State of Ohio per ORC Chapter 117Part 74. B. All information provided by the MCP to ODM ODJFS that is proprietary shall be held to be strictly confidential by ODMODJFS. Proprietary information is information which: (a) , if made public, would put the MCP at a disadvantage in the market place and trade of which the MCP is a part, and (b) meets the definition of “trade secret” as defined in ORC section part [see Ohio Revised Code Section 1333.61(D)]. The MCP agrees to expressly indicate by marking is responsible for notifying ODJFS of the top or bottom nature of each individual record containing the information the MCP deems proprietary, regardless of media type (CD-ROM, Excel file etc.), prior to its release to ODM, unless otherwise specified by ODMODJFS. Unless otherwise specified by ODM, a record not so expressly indicated by the MCP as proprietary shall not be held confidential and the MCP waives any claim that the record is proprietary. Upon request from ODM, the MCP agrees to promptly notify ODM in writing of the nature of the proprietary information including all reasonable evidence regarding the nature of the proprietary information in records submitted to ODM, and specifically identify the proprietary information contained in each individual record. ODM will not share or otherwise disclose proprietary information received from the MCP to any third party without the express written authorization of the MCP, except that ODM shall be permitted to share proprietary information with the Ohio Auditor of State, the Ohio Attorney General, the Ohio Medicaid Fraud Control Unit, or contracted entities who need the proprietary information for rate setting or other purposes connected to the administration of the Medicaid program. These contracted entities shall be bound by the same standards of confidentiality that apply to ODM in these situations. In addition, ODM is also permitted to disclose proprietary information in response to court orders. Prior to disclosure of proprietary information required by court order (unless otherwise ordered by the court), ODM shall reasonably promptly notify the MCP in writing of the order and the proprietary information that would be released. When ODM determines that a court order or subpoena requires the disclosure of MCP proprietary information, ODM shall reasonably promptly notify the MCP and shall do so before any disclosure unless otherwise ordered by the court. If the MCP chooses to challenge any order or subpoena requiring disclosure of proprietary information submitted to ODM, or any legal action brought to compel disclosure under ORC 149.43, the MCP agrees Failure to provide for the legal defense of all such proprietary information. The MCP shall be responsible for and pay for all legal fees, expert and consulting fees, expenses, and costs related to this challenge against disclosure, regardless of whether those legal fees, expert and consulting fees, expenses, and costs are incurred by the MCP or by ODM. If the MCP fails to promptly notify ODM in writing that the MCP intends to legally defend against disclosure of proprietary information, that failure shall be prior notification is deemed to be a waiver of the proprietary nature of the information, and a waiver of any right of the MCP to proceed against ODM ODJFS for violation of this Agreement agreement or of any laws protecting proprietary informationor trade secret laws. Such failure shall also be deemed a waiver of trade secret protection in that the MCP will have failed to make efforts that are reasonable under the circumstances to maintain the information’s secrecy. ODJFS reserves the right to require reasonable evidence of MCP’s assertion of the proprietary nature of any information to be provided and ODJFS will make the final determination of whether any or all of the information identified by the MCP is proprietary or a trade secret. The provisions of this Article are not self-executing. C. The MCP shall not use any information, systems, or records made available to it for any purpose other than to fulfill the duties specified in this Agreementprovider agreement. The MCP agrees to be bound by the same standards of confidentiality that apply to the employees of ODM the ODJFS and the State of Ohio, including without limitation the confidentiality requirements found in 42 CFR Part 431 Subpart F and ORC section 5160.45, as well as 42 CFR Part 2 and ORC section 5119.27, as applicable. The terms of this section shall be included in any subcontracts executed by the MCP for services under this Agreementprovider agreement. The MCP shall must Baseline Aged, Blind or Disabled (ABD) population Page 6 implement procedures to ensure that in the process of coordinating care, each enrollee's ’s privacy is protected consistent with the confidentiality requirements cited above, as well as those set forth in 45 CFR Part parts 160 and 164. D. The MCP agrees, certifies, and affirms that HHS, US Comptroller General, or representatives of either entity will have access to books, documents, and other business records of the MCP. E. All records relating to performance under or pertaining to this Agreement will be retained by the MCP in accordance to the appropriate records retention schedule. Pursuant to 42 CFR 438.3(u) and 42 CFR 438.3(h), the appropriate records retention schedule for this Agreement is for a total period of 10 years as are the audit and inspection rights for those records. For the initial three (3) years of the retention period, the records shall be stored in a manner and place that provides readily available access. If any records are destroyed prior to the date as determined by the appropriate records retention schedule, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action or litigation arising from such destruction after the contract period expires. F. The MCP agrees to retain all records in accordance with any litigation holds that are provided to them by ODM, and actively participate in the discovery process if required to do so, at no additional charge. Litigation holds may require the MCP to keep the records longer then the approved records retention schedule. The MCP will be notified by ODM when the litigation hold ends, and retention can resume based on the approved records retention schedule. If the MCP fails to retain the pertinent records after receiving a litigation hold from ODM, the MCP agrees to pay to ODM all damages, costs, and expenses incurred by ODM associated with any cause, action, or litigation arising from such destruction. G. The MCP shall promptly notify ODM of any legal matters and administrative proceedings including, but not limited to, litigation and arbitration, which involve or otherwise pertain to the activities performed pursuant to this Agreement and any third party. In the event that the MCP possesses or has access to information and/or documentation needed by ODM with regard to the above, the MCP agrees to cooperate with ODM in gathering and promptly providing such information and/or documentation to the extent permissible under applicable law.