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

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damage or posting a bond or other security. 5.4. Termination and Return. With respect to each item of Confidential Information, the obligations of Section 5.2 above (Use and Disclosure) will survive for so long as Discloser's Confidential Information is retained; provided that such obligations related to Confidential Information constituting Discloser's trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination or expiration of the Agreement, Recipient shall return or destroy all originals and copies of Confidential Information. The obligation to return or destroy Confidential Information shall not apply to archival copies of Client Data that TriZetto creates in the performance of the Services if the copies are maintained at a secure TriZetto facility or the secure facility of a reputable third party data backup services provider, provided TriZetto does not access such Client Data for any unauthorized purpose. If requested by Discloser, Recipient shall certify that it has met its obligations under this Section 5.4. 6. Payment Terms. 6.1. Fees. Client agrees to pay TriZetto all charges specified in each Order, and, if applicable, any SoW or Change Order, charges for use in excess of authorizations, any customs or other duty, tax, levy or fee imposed by any authority resulting from Client's purchases under the Agreement, and any late payment fees. Pricing listed on an Order is valid only for the initial term of the Services and may be changed for any renewal term. 6.2. Invoicing. Except as provided on an Order, all invoices shall be due upon receipt and payable within fifteen (15) days of the invoice date without withholding, deduction or set-off of any amount for any reason. Any overdue invoices will bear interest at a rate equal to the lesser of (i) one and a half percent (1.5%) per month or (ii) the maximum rate allowed under applicable law, until the overdue invoice and accrued interest are fully paid. TriZetto may suspend or terminate the Services based on overdue invoices by providing thirty (30) days advance written notice, provided such overdue payment is not made within such thirty (30) day period. Client shall reimburse TriZetto for any expenses incurred by TriZetto in pursuing collection of overdue invoices. 7. Representations and Warranties. 7.1. From TriZetto. TriZetto represents and warrants to Client that it provides each Service using commercially reasonable care and skill in conformance in all material respects with the Agreement and any applicable SOW. If a Service task fails to conform to this warranty, TriZetto shall exercise commercially reasonable efforts at its expense to re -perform the task in compliance with the Services warranty described above. 7.2. From Client. Client represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and to use and disclose Client Data; (b) all claims and transactions submitted are accurate, complete and truthful representations of the services provided and comply with applicable Medicaid and Medicare program standards and federal and state False Claims Act requirements; and (c) it will obey all applicable laws, rules and regulations regarding use of the Services. 7.3. Warranty Disclaimers. Except to the extent set forth in Section 7.1 above, CLIENT ACCEPTS THE SERVICES "AS IS" AND AS AVAILABLE. And except as set forth in this Article 7, TRIZETTO PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON - INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRIZETTO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR. 8. Indemnification. 8.1. From TriZetto. TriZetto will defend and indemnify Client and Client's Associates (as defined below in Section 8.3) against any "Indemnified Claim," meaning any unaffiliated third party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the Subscription Services. TriZetto's obligations set forth in this Section 8.1 do not apply to