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Uocuslgn tnvelope IL):liA13UUb/5-3(;Uti-4tiUh-bFbU-b134b9(,'1U:S92b 5. Conflict of Interest.CCIRH maintains and adheres to a Conflict of Interest Policy. In that connection Agency represents that no CCIRH employees, officers or directors are employees, officers or directors of Agency or serve on any boards or committees of or in any advisory capacity with Agency,except as disclosed here in N/A 6. Tax Exempt Status. The parties recognize that the CCIRH is a non-profit,tax-exempt organization and agree that all actions taken under this Agreement will take into account and be consistent with CC1RH's tax-exempt status. If any part or all of this Agreement is determined solely by CCIRH to jeopardize the overall tax-exempt status of CCIRH and/or any of its exempt affiliates, then CCIRH will have the right to terminate this Agreement immediately without further obligation or liability. 7. Grant of License and Use of Marks. Subject to all of the terms and conditions of this Agreement,CCIRH hereby grants to Agency a freely revocable, non-transferable,non-assignable,non-exclusive,limited right to use the CCIRH logo and trademarks as provided by CCIRH to Agency(the"Marks")solely in order to perform its obligations under this Agreement.No other right or license is granted by CCIRH either express or implied,with respect to any other logo or CCIRH Mark. Agency shall not use the Marks in any manner not specifically authorized by this Agreement. Agency agrees that CCIRH Marks,together with the goodwill of the business symbolized thereby,are the sole and exclusive properties of CCIRH. The use by Agency of the CCIRH Marks shall inure to the benefit of CCIRH. Agency shall use the CCIRH Marks in the exact form as sent to Agency by an authorized CCIRH employee via electronic means. 8. Use of Name. Other than as set forth in Section 7 above,Agency shall not use the name,logo,likeness,trademarks,image or other intellectual property of CCIRH for any advertising, marketing, endorsement or any other purposes without the specific prior written consent of an authorized representative of CCIRH as to each such use. 9. Term and Termination. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect through June 30, 2025, or until terminated as provided herein ("Term"). Either party may terminate this Agreement at any time,with or without cause,by providing the other party thirty(30)days prior written notice. If CCIRH terminates this Agreement pursuant to this Section,CCIRH shall have no other liability to Agency as a result of termination of this Agreement. 10. Confidentiality/HIPAA. For the purposes of this Agreement, confidential information ("Confidential Information") shall mean all proprietary, secret or confidential information or data relating to CCIRH, including but not limited to, its operations, employees, services, patients or customers. Agency acknowledges that CCIRH may disclose Confidential Information to Agency in connection with this Agreement. If Agency receives Confidential Information it shall: (a) maintain the Confidential Information in strict confidence; (b)use at least the same degree of care in maintaining the secrecy of the Confidential Information as Agency uses with respect to its own proprietary, secret or confidential information,but in no event less than a reasonable degree of care; (c) use Confidential Information only to fulfill its obligations under this Agreement;and(d)return or destroy all documents,copies,notes or other materials containing any portion of the Confidential Information upon request of CCIRH. Agency shall have no obligation concerning any portion of the Confidential Information which:(a)was known to Agency before receipt from CCIRH;(b)is lawfully obtained by Agency,from other a third party,under no obligation of confidentiality; (c) is or becomes publicly available other than as a result of an act or failure to act by Contractor. To the extent Confidential Information is required to be disclosed by Agency by applicable law or legal process,Agency shall promptly notify CCIRH to allow CCIRH to contest such disclosure.Agency 2