Business Associate Agreement & Data Services Agreement - SEMMA Health, Inc.

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4.2 Client Data: The parties agree that the Data is and will remain the property of Client and/or Client's TPA. SEMMA shall not share, sell, or otherwise give to any third party person or organization the Data without the prior written consent of Client, except as expressly provided herein. Client agrees that SEMMA may use all of the Data alone or in combination with other data and other third -party data sources, provided any such use is in compliance with MPAA and the BAA. 5. Confidentiality 5.1 Confidential Information. 5.1.1 The parties acknowledge that each party may disclose, deliver or give access to the other party (the "Disclosing Party" and the "Receiving Party," respectively) information, data or materials, in either tangible or intangible form, that are trade secrets of, or proprietary and confidential to, the Disclosing Party, including without limitation: (i) Client Data; (ii) Client Materials; (iii) SEMMA Materials; (iv) the Reports; (v) all information communicated to it by the other party and identified as confidential; (vi) all information that is not generally known to the public and at the time of disclosure and is identified as, or would reasonably be understood by that party to be, proprietary or confidential, and that the party (or its contractors or agents) observes or learns in connection with this Agreement; and (iv) this Agreement (collectively, the "Confidential Information"). 5.1.2 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 Parry's express written consent in each instance. 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 parry'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. 5.1.3 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; (ii) 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 (d) 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 by law. 5.1.4 The parties hereto acknowledge that some information, which would otherwise be considered Confidential under this Agreement, may be disclosed by Client if a third party submits a valid APRA request to Client. Any information produced by Client under an APRA request shall not be considered to be a violation of the Confidentiality provision of this Agreement. 5.2 Return of 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 and Termination 6.1 Term. Unless terminated earlier in accordance with this Article 6, this Agreement shall commence as of the Effective Date and shall continue in effect until April 30s1, 2018 (the "Initial Term"). This Agreement shall be automatically renewed for successive one-year terms (the Initial Term and any renewal terms collectively, the "Term").