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

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4<p�= S E M M A 6.1.2 Except as expressly stated in this Agreement, the Receiving Party shall protect Confidential Information received hereunder with the same degree of care as it exercises for its own information of like kind (in no case less than reasonable care in accordance with professional standards) and shall not use the Confidential Information except as necessary to fulfill its obligations under this Agreement. Except as expressly stated in this Agreement, the Receiving Party shall not disclose the Confidential Information to any third party during the Term or thereafter without the Disclosing Party's express written consent in each instance unless disclosure €s required by the Indiana Access to Public Records Act. Access to and use of any Confidential Information shall be restricted to those employees and persons within a party's organization with known discretion and with a need to use the information to perform such party's obligations under this Agreement. The Receiving Party will promptly report to the Disclosing Party any breaches in confidentiality that may materially affect the Disclosing Party and specify the corrective action taken. .1.3 All Confidential Information will remain the exclusive property of the Disclosing Party. Confidential Information does not include information that: (i) is already known by the Receiving Party prior to disclosure by the Disclosing Party; (H) is independently developed by the Receiving Party without the use of the Confidential Information; (iii) is publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (iv) is independently obtained from a third party under no duty of confidentiality to the Disclosing Party; or (v) is required to be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such Confidential Information in confidence have been exhausted and so long as the receiving Party notifies the disclosing Party a reasonable time prior to disclosure and discloses the minimum amount of Confidential Information required. 5.2 scamof Materials. At the Disclosing Party's written request upon expiration or termination of this Agreement, each party shall return, or if return is not feasible, destroy and certify to such destruction in writing, all Confidential Information and proprietary materials of the other party and all copies and embodiments thereof in its possession. Notwithstanding the foregoing, the Receiving Party may retain copies of the Confidential Information for archival purposes, as otherwise required by law or that is already included in the Reports. 6. TERM 6.1 Terra. This Agreement shall commence as of the Effective Date and shall continue in effect until October 31, 2019 (the "Initial Term". This Agreement shall be automatically renewed for successive one-year terms (the Initial Term and any renewal terms collectively, the "Term"). 6.2 Termination. Either party to this Agreement may terminate this Agreement for any reason or no reason by providing at least thirty (30) days written notice to the other party. If the Agreement is terminated, the parties will only be responsible for obligations incurred through the date of termination. 7. GENERAL TERMS 7.1 Survival. The following Articles and Sections will survive and remain effective following termination or expiration of this Agreement: 3.1 (HIPAA), 4 (intellectual Propert�gRi hts), 5 (Confidentiality), and i (General Terms). Page 12 1 14