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audit report. The final audit report will include written comments, if any, of the audited
<br /> parties.
<br /> C. At any time during the Term of this Agreement, or thereafter, provided
<br /> PRINCIPAL is not in default under this Agreement, PRINCIPAL may conduct; or cause
<br /> to have conducted, an audit of YORK'S operations to determine whether YORK has
<br /> performed its obligations hereunder in compliance with this Agreement.
<br /> D. Audits pursuant to this Section VIII shall be conducted in a manner that
<br /> does not interFere with YORK'S daily operations.
<br /> IX. CONFIDENTIALITY
<br /> A. Both parties hereto acknowledge and agree that PRINCIPAL'S
<br /> information, data and documentation, including but not limited to, non-public and
<br /> personal information subject to the provisions of the Gramm-Leach-Bliley Act, 15 U.S.C.
<br /> Subchapter 1, Sections 6801-6809 et. Seq., personal health information under the
<br /> Health Insurance Portability and Accountability Act 42 U.S.C. 1301 et. seq., and further
<br /> including, without limitation, all information, data and documentation related to manuals,
<br /> lists, policyholder information, operating and other systems, business practices and
<br /> procedures, any information regarding insureds insurance policies, claimants, and
<br /> Claims, any business, governmental or regulatory matters of PRINCIPAL, and other
<br /> information furnished to or obtained by YORK, pursuant to or in connection with this
<br /> Agreement or in connection with the Services to be rendered, may be confidential
<br /> ("Confidential Information"). YORK shall not divulge, disclose or use the Confidential
<br /> Information except for purposes of this Agreement, or as may be expressly agreed in
<br /> writing by the parties, or as may otherwise be required or directed by applicable law or
<br /> judicial process. This Section IX shall survive the termination of this Agreement,
<br /> regardless of the reason for termination.
<br /> B. During the Term of this Agreement, and after its termination for any
<br /> reason, PRINCIPAL shall have the right to request in writing and receive from YORK
<br /> either: (i) the immediate return or (ii) confirmation of the immediate destruction of any
<br /> tangible records, documents, e-mails, computer files, CDs, disks, and any other tangible
<br /> item that contains, represents, or otherwise includes any Confidential Information of
<br /> PRINCIPAL. In addition, PRINCIPAL shall have the right, during the Term of this
<br /> Agreement and after its termination, to request that YORK permanently delete and
<br /> destroy any Confidential Information contained in any computers, hard drives, servers
<br /> or other data storage systems of YORK. YORK agrees that PRINCIPAL may seek an
<br /> injunction by a court of competent jurisdiction enjoining YORK form violating any terms
<br /> of this Agreement or the confidentiality and non-use provisions of this Section IX.
<br /> Injunctive relief shall be in addition to any other remedies that PRINCIPAL may have
<br /> ATTY/AGR/2015.068/YORK TPA REDWOOD CITY
<br /> REV:04-20-15 MLG
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