AgdaPkt 2005-06-27 - Laserfiche WebLink

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6: / t? - ".(:!) " . . and requesting that it be cured. If, however, the nature of breach is such that it cannot be cured within the fifteen (15) day period, then if the breaching party commences such cure in good faith within ten (10) days after delivery of the aforesaid notice and gives written notice to the non-breaching pany of the action being taken to effect such cure, then this Agreement shan not be canceled. In no event shall such breach continue more than thirty (30) days after receipt oithe aforesaid notice; or b) Either pany shall be adjudged bankrupt, become insolvent, have a receiver of its assets or property appointed, make a general assignment for the benefit of creditors, or institute or cause to be instituted any procedure for reorganization or rearrangement of its affairs. VI. NOTICE TO COVERED PERSONS Client shan inform an Covered Persons of any termination of this Agreement. MHN shan not have any obligation for claims submitted for dates of service fonowing termination of this Agreement. Any services authorized by MHN but incurred after termination of this Agreement are the responsibility of the Covered Person. Transfer of Records. Upon the termination of MHN's duties pursuant to this Agreement, it shall be the responsibility of the Client to arrange and pay all costs for the transfer to the successor EAP company any of the Client's records in MHN's possession involving job performance referrals. MHN may transfer such records in any form as it may desire; including computer tapes or disks. It is the responsibility of the Client to convert such information into a form required by the successor. VII. ACCESS TO BOOKS AND RECORDS Client agrees that MHN may have access to Client's books and records. on reasonable notice. and at reasonable times, during normal business hours, Monday through Friday of each week, to verify the number of Covered Persons reported by Client hereunder. This provision shall survive any termination of this Agreement, \lIl. PROPRIETARY MATERIALS 8.1 MHN Materials. Client acknowledges that MHN has developed and will develop in connection WIth this Agreement, certain symbols, trademarks, service marks, designs, data, processes, plans, procedures and information, all of which are proprietary information and trade secrets of MHN (Collectively referred to as "Materials"),. Such Materials include, without limitation, Materials relating to MHN's Quality ManagementlUtilization Management Program, the Intake Line and an Materials prepared and distributed by MHN in connection with its Employee Assistance Programs, Client shall not use any of MHN's proprietary Materials, except as expressly contemplated by this Agreement, without the prior written consent of MHN. and shall cease any and all usage of Materials immediately upon the termination of this Agreement or at MHN's request. 8.2 Confidentiality of Parties' Records and Materials. All files, data and information relating to the busIness of either party in. possession of the other party will be deemed confidential and will not be dIsclosed except upon lawful order of a court or public authority which order compels obedience under penalty of contempt, fine, or impairment or loss of the right to do business. In the event of any such disclosure, the disclosing party shall immediately notify the other party. jn writing detailing the cIrcumstances and extent of such disclosure. IX. CONFIDENTIALITY OF PA TIENT INFORMATION Each party shall maintain the confidentiality of information in its possession contained in the records of Covered Persons in accordance with applicable state and federal laws and regulations or other applicable '5~13/12J191200~ Page 5 of 12