Agreements - Business Associate and Confidentiality for HIPAA Compliance and Confidential Data Transfer, Maintenance & Disclosure for SBFD - enFocus

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that: 3. Recipient Obligations. The Recipient shall: (a) use its best efforts to protect and safeguard the confidentiality of all such Confidential Information; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose or any related transactions between the Parties, or otherwise in any manner to the Disclosing Party's detriment; (c) not use or disclose Derivative Information, or permit it to be accessed, used, or disclosed, for any purpose other than the Purpose or any related transactions between the Parties, or otherwise in any manner to the Disclosing Party's detriment, without obtaining the Disclosing Party's prior written consent; (d) to limit access to Confidential Information to only those employees of Recipient who need to know the Confidential Information to act on Recipient's behalf in relation to the Purpose; (e) comply with all applicable on -site access, remote access, and related security rules and procedures of the Disclosing Party; (f) immediately notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement by the Recipient or its Representatives of which the Recipient has knowledge; (g) fully cooperate with the Disclosing Party in any effort undertaken by the Disclosing Party to enforce its rights related to any such unauthorized disclosure; and "Derivative Information" means information derived by the Recipient from the Disclosing Party's Confidential Information, which has been aggregated, anonymized, and otherwise de -identified to the Parties' complete satisfaction so as to ensure that its use and disclosure for the Purpose does not violate any of the Disclosing Party's legal obligations as to its Confidential Information. 4. Recipient Representations and Warranties. The Recipient represents and warrants (a) it will comply with all applicable federal, state, and local data protection laws and regulations in the maintenance, disclosure, and use of all Personal Information contained in any Confidential Information that is disclosed to the Recipient hereunder. For purposes of this Agreement, "Personal Information" means information that: (i) relates to an individual person; and (ii) identifies or can be used to identify, locate, or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual;