Professional Services Agreement - SEMMA Health Inc - 2020 City Benefit Plan

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3.2 Data anti System Access. Client agrees to provide SEMMA with data related to reimbursement claims made by or on behalf of members participating in Client's self -funded group health insurance plan(s) (the "£7ata") as SEMMA requires in connection with performing its Services under this Agreement. Client shall snake the Data available to SEMMA through electronic communications, one or more gateway(s), website(s) and/or secure transfer protocols hosted by or on behalf of SEMMA (the "Systerns"), or another format agreed to by the parties. As permitted by SEMMA, Client may perform all data transmission through such systems utilizing the browsers and technology set forth in documentation provided by SEMMA to Client from time to time. The Client agrees to limit access to and use of such systems to those personnel whose duties require such use. 4. INTELLECTUAL PROPERTY RIGHTS 4.1 Materials. All proprietary materials, including Confidential Information (as defined herein), owned, developed or licensed by or on behalf of either party: (i) prior to the Effective Gate, including, without limitation, the subject matter of patents and all third -party materials licensed by Client or SEMMA; and/or (11) independently developed by the Client and/or the Client's Agents or SEMMA subsequent to the Effective Date (the "Client Materials" and "SEMMA Materials." respectively) are, and all intellectual property rights in and to them shall continue to be, owned by such party. No ownership of the Client Materials or the SEMMA Materials or the intellectual property rights in and to there shall be transferred by virtue of this Agreement. The parties agree that SEMMA retains the right to use the ideas, concepts, techniques, industry data, and know-how it obtains or develops in the Course of performing its Services under this Agreement. 4.2 Client Data. The parties agree that the Data is and will remain the property of Client and/or Client's TPA. SEMMA shall not share, sell, or otherwise give to any third -party person or organization the Data without the prior written consent of Client, except as expressly provided herein. Client agrees that SEMMA may use all of the Data alone or in combination with other data and other third -party data sources, provided any such use is in compliance with HIPAA and the Agreement. 5.1 Confidential Information. 5.1.1 The parties acknowledge that each party may disclose, deliver or give access to the other party (the "Disclosing Party" and the "Receiving Party." respectively) information, data or materials, in either tangible or intangible form, that are trade secrets of, or proprietary and confidential to, the Disclosing Party, including without limitation:(i) Client Data; (11) Client Materials; (if!) SEMMA Materials; (iv) the Reports; (v) all information communicated to it by the other party and identified as confidential; (vi) all information that is not generally known to the public and at the time of disclosure and is identified as, or would reasonably be understood by that party to be, proprietary or confidential, and that the party (or its contractors or agents) observes or learns in connection with this Agreement; and (lv) this Agreement (collectively, the "Confidential Information"). Page 11 1 14