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Information, and any and all summaries, distillations , excerpts , work product or other documents utilizing or incorporating same, whether in whole or in part. Medical claim record information concerning individuals covered under the Plan, Administrator' s provider contract information, e . g . , allowances , fee schedules , etc . , and any other information designated by Administrator as confidential , trade secret, or proprietary. 2 . Consultant and/or Reinsurer shall only request, use and disclose the minimum amount of Confidential Information necessary for Consultant and/or Reinsurer to perform the services for Employer. 3 . Confidential Information shall not include information that (i) is already known to Consultant and/or Reinsurer on effective date of this Agreement; (ii) is or becomes known to the general public other than as a direct or indirect result of any act or omission of Employer, Consultant, Reinsurer, or the affiliates , officers, directors, partners, employees , or agents (collectively, the "Related Parties") of Employer, Consultant or Reinsurer; (iii) is lawfully received by Consultant and/or Reinsurer from a third party that Consultant and/or Reinsurer has verified is free to disclose the information without restriction on disclosure ; or (iv) is independently developed by Consultant and/or Reinsurer without use of Confidential Information. 4 . Subject to applicable laws, Administrator will release to Consultant and/or Reinsurer certain Confidential Information for purposes of: 1 ) monitoring designated cases for which reinsurance coverage may be available to Employer; and/or 2) auditing claims payments made by Administrator; provided that Employer is in compliance with all other terms and conditions of this Agreement and the Administrative Services Agreement, and Consultant and Reinsurer are in compliance with all other terms and conditions of this Agreement. 5 . Consultant and Reinsurer each acknowledge that Administrator will provide Confidential Information to Consultant and/or Reinsurer in confidence and solely for Consultant' s and/or ReinsurerI s use in performing the services for Employer. Accordingly, Consultant and Reinsurer each agree (i) to protect any and all Confidential Information Consultant or Reinsurer receives from unauthorized access, use and disclosure ; (ii) not to use the Confidential Information for any purpose other than performing the services for Employer; (iii) not to record, copy, or reproduce any Confidential Information in any form, except to the extent necessary to perform the services for Employer; (iv) not to disclose the Confidential Information to, or otherwise permit to access the Confidential Information, any third party, including without limitation Consultant ' s or Reinsurer ' s Related Parties , except as expressly provided herein or with Administrator ' s prior written consent; (v) to limit access to and use of the Confidential Information to those of Consultant' s or Reinsurer ' s employees who have a need to know such information for the purpose of performing the services and have acknowledged, in a writing which will be made available to Administrator upon request, their individual agreement to the terms hereof; and (vi) to take any and all other steps necessary to safeguard Confidential ASA Conf . doc 8 -26 -04 revised 1 -7 -2005 dhb 2