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REV: 08-22-25 MI
<br />from and against all claims, damages, losses and expenses including attorney fees (collectively “Losses”) arising out of the
<br />performance of the Services, caused or claimed to be caused by the acts, errors and/or omissions of Vendor, or any Vendor
<br />Personnel or anyone for whose acts any of them may be liable (collectively, “Responsible Parties”). Vendor’s responsibilities
<br />under this Section 7 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive
<br />negligent acts or omissions of Client, which may be in combination with the acts or omissions of any Responsible Party,
<br />provided that Vendor’s duty to Indemnify will not include any Losses arising from the sole negligence or willful misconduct
<br />of Client.
<br />8.Background Checks. Vendor, subject to any federal, state or local laws, rules or regulations which may limit any Vendor
<br />action otherwise required by this section, shall make reasonable and legally permitted efforts, including checking background
<br />and verifying personal information, to determine that no Vendor employee or independent contractor who shall perform any
<br />Services that permit physical, virtual or other access to Client’s or its customer's premises, systems, networks or information
<br />at any time during the term of the Agreement, has been convicted of any felony or misdemeanor less than ten (10) years prior
<br />to becoming Vendor’s employee (unless a lesser time period is required by law) involving violence, sexual misconduct, theft
<br />or computer crimes, fraud or financial crimes, drug distribution or crimes involving unlawful possession or use of a dangerous
<br />weapon. Vendor shall not permit any employee having such a conviction to perform any Services that permit such access
<br />during the term of the Agreement, subject to any federal, state or local restrictions on the consideration of criminal convictions
<br />in making employment decisions, unless in the sole judgment of Client, said conviction has no reasonable relationship to the
<br />employee’s fitness or trustworthiness to perform the Services. Vendor shall comply with obligations under this section
<br />through the use of a third party service which shall perform a review of applicable records for those counties, states and federal
<br />court districts in which a proposed Vendor employee has identified as having resided, worked or attended school in the
<br />searched time period. Notwithstanding any of the foregoing, exceptions for individual Vendor personnel may be granted by
<br />Vendor on a case-by-case basis.
<br />9.Confidentiality/Prohibited Uses.
<br />9.1.Terms. Neither party shall disclose the terms of this Agreement to any third party without the written consent of the
<br />other party, except: (i) as required by law, including the California Public Records Act, court order or governing legal
<br />authority, or (ii) for disclosure of the terms of this Agreement to a party’s accountants, attorneys or similar
<br />representatives who are bound by an equal or greater obligation of confidentiality, or to the representatives of any
<br />prospective purchaser of a party who is bound by an equal or greater obligation of confidentiality. This paragraph
<br />shall survive indefinitely any termination or expiration of this Agreement.
<br />9.2.Confidential Information. Confidential Information means any information disclosed pursuant to this Agreement
<br />by one party (the “Discloser”) to the other party (the “Recipient”) that is either (i) identified as confidential at the time
<br />it is disclosed or (ii) that under the circumstances should reasonably be considered as confidential. Confidential
<br />Information includes, but is not limited to, trade secrets, patented or copyrighted information, computer programs,
<br />software, software documentation, formulas, data, inventions, algorithms, techniques, processes, marketing plans,
<br />strategies, forecasts, financial information, third-party confidential information, and customer lists.
<br />9.3.PHI. Vendor shall apply safeguards to Personal Health Information (“PHI”) in conformity with HIPAA and HITECH
<br />requirements.
<br />9.4.Prohibited Uses. The following uses of Services are prohibited: (i) transmission of any message which constitutes
<br />an infringement of any copyright or trademark; (ii) any unauthorized disclosure of a trade secret; (iii) transfer of any
<br />information or technology in violation of any applicable law or regulation; (iv) violation of any telecommunications
<br />law or regulation regarding the use of telephones in interstate or foreign commerce to transmit obscene, threatening,
<br />harassing or other prohibited messages; (v) making libelous or slanderous statement; and (vi) violation of any
<br />applicable statute or government rule, ordinance, law, regulation or similar edict. Without waiving any other remedy
<br />available to Vendor at law or in equity, Vendor may terminate this Agreement at any time following Client’s
<br />prohibited use of Services.
<br />10.Safe Harbor. Vendor agrees that it will fully and accurately satisfy its responsibilities, as provider of the Services, under
<br />the Safe Harbor Regulations relating to program “fraud and abuse” promulgated under the Social Security Act and Medicare
<br />and Medicaid Patient and Program Protection Acts.
<br />ATTY/AGR.2025.222/CyraCom International, Inc (Interpretation Services) (Page 3 of 7)
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