Business Associate Agreement - TriZetto Provider Solutions LLC - EMS Billing Services

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4. Client Responsibilities. 4.1. Authorization. Client shall cooperate with TriZetto and shall execute and deliver such documents and take such other actions as TriZetto may reasonably request for the purposes of completing any electronic data interchange ("EDI") insurance plan enrollment and registration forms that may be required by a third party payer. If necessary to provide Services, Client authorizes TriZetto to receive EDI transactions from Client and such EDI transactions will be provided to TriZetto in a mutually acceptable form and manner. 4.2. Compliance with Laws. In its use of the Services, Client will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information, Protected Health Information, Client Data, and laws applicable to the veracity and truthfulness of claims including but not limited to federal and state False Claims Acts. 4.3. Required Systems; Technical Information. Client is responsible for computer servers, software, workstations, printers, routers, modems and other related communications equipment used by Client to access the Services. TriZetto shall support secure file transfer protocol for website processing of claims. Client shall provide TriZetto with all technical data and all other information TriZetto may reasonably request from time to time to allow TriZetto to provide the Services. Information supplied by Client shall be complete, accurate, and given in good faith. 4.4. Independent Judgment; Medical Disclaimer. Client accepts responsibility for and acknowledges that Client will exercise independent judgment in its use of the Services and shall be solely responsible for such independent judgment. Client acknowledges that the Services are in no way intended to intervene in the rendering of healthcare services. The Services provided under the Agreement are not medical devices and are not intended to be used in the diagnosis or treatment of medical conditions. TriZetto and the Services are not providing medical or legal advice. S. Confidential Information. 5.1. The term "Confidential Information" means the business or technical information disclosed by a party (the "Discloser") to the other party (the "Recipient") that is identified as being confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable person to believe such information is confidential. Confidential Information does not include Protected Health Information, and such information will be handled pursuant to the BAA. The terms of the Agreement and any user identification and password that affects Client's access to or use of the Subscription Services are also considered Confidential Information. Excluded from the definition of Confidential Information is information that: (a) is or becomes generally known or available to the public (unless due to a breach of the Agreement by Recipient); (b) was known by Recipient without restriction as to use or disclosure before receipt of the information from Discloser; (c) is acquired by Recipient from a third party who has the right to disclose it without restriction as to use or disclosure; or (d) is independently developed by Recipient without using any Confidential Information of Discloser or violating Discloser's intellectual property rights. 5.2. Use and Disclosure. The Recipient agrees that Confidential Information is proprietary to the Discloser and shall remain the sole property of the Discloser. Except as expressly permitted by this Article 5, Recipient shall (a) not disclose, except under a binding confidential disclosure agreement as restrictive as the confidentiality terms hereunder, Discloser's Confidential Information or use Discloser's Confidential Information, and then only in performance of this Agreement; (b) use the same level of care to prevent unauthorized disclosure or use of Discloser's Confidential Information as Recipient uses with its own similar information, but no less than a commercially -reasonable level of care; (c) use Confidential Information only for the purposes permitted in the Agreement; and (d) promptly notify Discloser upon discovery of any loss or unauthorized disclosure of the Discloser's Confidential Information. Notwithstanding the foregoing, the Recipient shall be allowed to disclose Confidential Information of the Discloser to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body. 5.3. Injunction. The parties agree that breach of this Article 5 would cause irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, a party will be entitled to injunctive relief against such breach or threatened breach, without proving actual