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

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(b) the performance of its obligations herein does not and will not violate any other contract or obligation to which the Recipient is a party, including covenants not to compete and confidentiality agreements; (c) it has implemented and will continue to maintain sufficient information security protocols to secure and protect the confidentiality of all Confidential Information in the Recipient's possession or control. 5. Required Disclosure. Any disclosure by the Recipient of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a "Legal Order") shall be subject to the terms of this Section. Prior to making any such disclosure, the Recipient shall provide the Disclosing Party with: (a) prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other remedy; and (b) reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires and shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment. 6. Term and Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Parties' mutual agreement that the Purpose has been fulfilled. Notwithstanding the foregoing, effectively immediately upon delivery of a written termination notice to the Recipient, the Disclosing Party may also terminate this Agreement at any time for any reason. Upon termination, each Party's rights and obligations under this Agreement shall survive for a period of five (5) years from the date that the Recipient satisfies its obligation to the Disclosing Party under Section 7 of this Agreement. 7. Return or Destwdiolr of Confidential Information. Upon the expiration or termination of this Agreement, or at the Disclosing Party's request at any time during the term of this Agreement, the Recipient shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any notes created by the Recipient and certify in writing to the Disclosing Party that such copies have been destroyed. 8. Inderrinitication° Exceptions and Limitations. Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,