License Services Agreement - AccordWare LLC - Benefit Website for City of South Bend Employees

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4.2 Support. Service Company shall provide the Client Support Services set out in Exhibits A and B. 4.3 Sofhvare Changes and Updates. Service Company shall make available or provide updates for the Application Software as required in the Service Company's reasonable judgment to maintain the accuracy of the Application Software in light of changes in the applicable law. Service Company hereby reserves the right to change any aspect of the information forming a part of the Application Software at any time, including any features, functionality, database or other content, provided, however, that Service Company will not suspend or discontinue use of the Application Software during the tern of any license granted hereunder except in the event of a breach of this Agreement by Client. Service Company may also impose certain limitations upon certain features or restrict Client's access to portions of the Software without liability; provided, however, that Service Company has provided written or electronic notice of any changes or updates to the Software within 10 business days prior to such changes or updates taking effect. 5. PAYMENT. 5.1 Invoicing and Payment. Unless otherwise stated in an applicable Order Form, Client will be invoiced on the first day of each month for all License, Maintenance and Support Fees due that month. Such fees will be due and payable within 30 days after receipt of said invoices. Implementation, Customization and Annual Base Management fees, if any, shall be due within 30 days after receipt of invoices for said fees. Client agrees to reimburse Service Company for all pre - approved out-of-pocket expenses incurred in performing its obligations hereunder, including, without limitation, approved mailing, marketing, employee cornmunications and travel expenses. 5.2 Late Payment. Client's failure to pay any invoice within 10 business days of the due date for the applicable invoice shall be a breach of the Agreement and Service Company shall have the right to discontinue providing services until such unpaid invoices are paid in full. 5.3 Taxes. The fees and rates listed in this Agreement do not include taxes. If Service Company is required to assess or pay taxes on the licenses or services provided hereunder, or on any transactions hereunder, then such taxes shall be billed to and paid by Client. This section shall not apply to taxes based on Service Company's income. 6. CONFIDENTIALITY. 6.1 Definition. "Confidential Information " means all information disclosed by Client or Service Company relating to the Software, Customizations and any business terns of The Service Company relationship with Client including but not limited to pricing, functionalities, specifications, responses to requests for information, the terms of this Agreement, and all other information identified in writing by Service Company as confidential; and in the case of Client, all information relating to Client's employees and consultants (including but not limited to protected health information, as more fully described below), course results, and all other information identified by Client in writing as confidential. Information that is required to be disclosed by law or judicial order, may be disclosed provided that prior written notice of such required disclosure is furnished to the party owning such Confidential Information as soon as practicable. 6.2 Obligations of Confidentiality. Each party to this Agreement agrees to treat as strictly confidential the "Confidential Information " of the other party received under this Agreement. Each party shall use the Confidential Information of the other party only to perform its obligations under this Agreement and will disclose such Confidential Information within its organization only to those of its employees who need to know the Confidential Information in order to perform such party's obligations under this Agreement. Notwithstanding the foregoing, Service Company may disclose Client's Confidential Information to third parties to the extent necessary to assist Service Company with performance of its obligations under this Agreement, provided that such third parties are subject to appropriate confidentiality obligations. 6.3 Information Not Subject to Confidentiality Requirements. The following information will not be subject to Section 6.2: (a) information that is in the public domain or that enters the public domain through no fault of the party obligated to keep the information confidential (the "Receiving Party'); (b) information independently developed by the Receiving Party, without any use of information disclosed by the other party; (c) information rightfully disclosed to the Receiving Party by a third party without continuing restrictions on its use; (d) information known to the Receiving Party prior to the Agreement Effective Date which was not obtained from the disclosing party to this Agreement; and (e) information that is required to be disclosed by law or judicial order, provided that prior written notice of such required disclosure is furnished to the party owning such Confidential Information as soon as practicable in order to afford such party an opportunity to seek a protective order and that if such order cannot be obtained disclosure may be made without liability, but only to the least extent required to comply with such law or order. 6A Confidentiality of Health Information. Service Company acknowledges that by reason of the nature of the services to be provided, Service Company and its personnel may become acquainted with Protected Health Information ("PHI") of Client's employees and all such data will be held in strict confidence. No private health information will be given to Client except in the form of aggregate data. Except as required by legal process or permitted under the Health Insurance Portability and Accountability Act ("HIPAA") Privacy and Security Rules (hereinafter defined), PHI shall not be disclosed to unauthorized third patties by Service Company. Service Company agrees that it will use such information provided by Client solely in providing the Services and will not disclose, divulge, discuss, disseminate, COSB Agreement Confidential Page 2 of 10