|
860520
<br />11.2.2016
<br />processes, methods, applications and contents, including the software and documentation, Clarity's
<br />trademarks, and all intellectual property rights in the foregoing (excluding under this Agreement, portions of the
<br />Services provided by third parties). Software and Services are made available only for Client's internal business
<br />use only for the purposes addressed in this Agreement, and they are not transferable; furthermore, any right of
<br />use ceases when Clarity no longer performs it's Services for Client.
<br />11.2 Clarity's Intellectual Property. Clarity shall also retain sole ownership of all methods, strategies,
<br />means, plans or procedures relating to its operations and all other aspects of its business, and all materials,
<br />templates, methodologies, processes, computer programs and other software, and any other systems or
<br />technologies of Clarity, including but not limited to, those which Clarity uses, or permits the Client to use, under
<br />this Agreement (Collectively "Intellectual Property") The Client acknowledges that all such Intellectual Property
<br />is unique and proprietary to Clarity and that the Client shall have no rights, interests or entitlements to same.
<br />Client shall only have the limited right (license) to use same during the term of this Agreement and only as
<br />necessary under it.
<br />11.3 "Materials" & "Work Product." All information, data, records and any other items (collectively
<br />"Materials") which Clarity receives, sends, accesses, collects, or formats in providing the Services under this
<br />Agreement, and all items which Clarity prepares, creates, analyses, or processes in providing the Services
<br />(collectively "Work Product") shall be, and shall always remain, exclusively the property of Clarity.
<br />11.4 Client's Restricted Use of "Work Product." Client shall have Clarity's Work Product made
<br />available to it for Client's use only as necessary under this Agreement. Client shall not use or disclose Clarity's
<br />Work Product for any other purpose nor for the purposes of any other person or entity.
<br />12. RETENTION OF RECORDS/DOCUMENTATION
<br />Clarity shall maintain all the Materials and Work Product (collectively "Records") for whatever period
<br />of time is required by applicable law, but in no event less than seven (7) years. Client shall have reasonable
<br />access to the Records as necessary under this Agreement or otherwise for its legitimate business purposes.
<br />Client shall pay all reasonable costs which Clarity incurs in providing this access to Client. Client shall have
<br />the same responsibility to maintain any information, data or other documentation (collectively
<br />"Documentation") which it sends, receives, collects, maintains, prepares or creates that relates to Clarity's
<br />administration of the plans and otherwise providing the Services under this Agreement. Client shall have the
<br />same obligation to providing Clarity with access to Client's Documentation as necessary under this Agreement
<br />or otherwise for Clarity's legitimate business purposes.
<br />13. HIPAA COMPLIANCE AND PERSONALLY IDENTIFIABLE INFORMATION PROTECTION
<br />Clarity may have access to Protected Health Information ("PHI") in providing the services under this
<br />Agreement. Clarity shall implement those administrative, technical and physical safeguards to the extent it
<br />determines, in its sole discretion, are necessary and appropriate to comply with the requirements of the Health
<br />Insurance Portability and Accountability Act of 1996 ("HIPAK) for the protection of the privacy of individually
<br />identifiable PHI, as defined in HIPAA. Clarity's obligations with respect to HIPPA and PII are contained in
<br />Schedule C which is attached hereto and made a part hereof.
<br />14. NO WARRANTIES & REPRESENTATIONS
<br />14.1 Compliance with Laws & Regulations. Clarity makes absolutely no warranties nor any
<br />representations that any of the plan documents, which Clarity may administer through the Services set forth
<br />in this Agreement, are in compliance with the Empoyee Retirement Income Security Act of 1974, (ERISA);
<br />federal or state tax laws, IRS rules, regulat!ons, or bulletins; or are in compliance with any other applicable
<br />federal and state laws and administrative agency regulations and with the common law. Clarity does not
<br />provide legal advice or services. Clients can and should consult with legal counsel regarding the adequacy
<br />of plan documentation.
<br />47
<br />
|