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Licensee, another Licensees' members, activity of another Licensee's members. "Purpose" <br />means the purpose for which the Blue Information and/or Inter -Plan data is disclosed to <br />Employer pursuant to this Agreement. <br />The parties agree that each will keep the other party's Confidential Information confidential <br />and will only use the disclosing party's Confidential Information for purposes contemplated <br />under this Agreement; provided, however, that BCBSF may use Employer's Confidential <br />Information in the ordinary course of its business as long as it maintains the confidentiality of <br />such information. Employer's use of BCBSF's Confidential Information, Blue Information <br />and/or Inter -Plan Data must be consistent with BCBSF's data use and display requirements. <br />Confidential Information disclosed pursuant to this Agreement is and shall remain the <br />disclosing party's property. If, in the opinion of counsel for the receiving party, disclosure of <br />Confidential Information is required by any federal or state law or court order, the receiving <br />party may only make such disclosure after notifying the disclosing party (if allowed by law) <br />of the receiving party's intention to disclose the Confidential Information ten (10) days prior <br />to making such disclosure. For any disclosure that is permitted by this Section other than a <br />disclosure required by law, Employer agrees to require the recipient to agree to terms at least <br />as protective as those in this Section and to be liable for any violation of these terms by the <br />recipient. Employer is not permitted to re -sell Blue Information and/or Inter -Plan Data. When <br />BCBSF or its vendor provides Inter -Plan Data to Employer in an aggregated manner, Employer <br />is not permitted to de -aggregate Inter -Plan Data. Employer shall limit the disclosure and <br />redisclosure of Blue Information and/or Inter -Plan Data to the minimum amount necessary to <br />fulfill the purpose. <br />Licensee is a Blue Cross and/or B1ueShield Plan or other entity that holds a license to use the <br />brands owned by the Association. For purposes of this paragraph, trade secret information is <br />competitively sensitive information which is advantageous to BCBSF in the marketplace and <br />BCBSF considers such information to be a trade secret protected from public disclosure, <br />including protection from disclosure in any meeting which is subject to Florida's Government <br />in the Sunshine Law Section 286.011, Florida Statutes. <br />Employer agrees that under the Inter -Plan Arrangements described in Exhibit B, Paragraph XII <br />below, Employer, Group Health Plan and/or their authorized agents or representatives pursuant <br />to Exhibit 3 may be provided with, or otherwise have access to, certain non-public, proprietary <br />and confidential information of a Host Blue (with such information referred to as "Host Blue <br />Confidential Information"). Host Blue Confidential Information may include, but is not <br />limited to, strategic and/or competitively sensitive information, trade secrets, policies, <br />procedures, data (including claims data) and processes. To the extent that Employer, Group <br />Health Plan and/or their authorized agents or representatives maintain such information, <br />Employer shall comply, and shall cause Group Health Plan and any authorized agents or <br />representatives of Employer and/or Group Health Plan to comply, with the following <br />requirements: <br />(1) Host Blue Confidential Information must be used and/or disclosed in a manner that <br />reasonably protects and safeguards the confidentiality and security of this information; <br />(2) Use of the Host Blue Confidential Information is strictly for the purpose for which it was <br />disclosed; <br />(3) Any selling, de -aggregation or comingling of the Host Blue Confidential Information is <br />strictly prohibited; <br />(4) Any disclosure of the Host Blue Confidential Information shall be to the minimum <br />necessary to fulfill the purpose for which it was disclosed; and <br />5 <br />