25A - AGMT FOR FLEX SPENDING - Laserfiche WebLink

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DocuSign Envelope ID: CFCE3443-EF37-4FD4-8DCD-D85D559F77AE associated with an audit must be provided in writing by the Contract Administrative Firm to the Client and agreed to by both Parties in writing before said audit is conducted. d. Availability of Counsel. All Parties hereby acknowledge that they have read this Agreement in its entirety and have, to the extent to which they deem necessary, consulted with counsel before executing this Agreement. e. Binding Nature of Agreement. This Agreement is binding upon signature by both Parties and shall inure to the benefit of the heirs, executors, successors and assignors of the Parties hereto. f. Complete Agreement. With the exception of the Business Associate Agreement between the parties, this Agreement and all accompanying Exhibits constitute the complete Agreement of the Parties regarding its subject matter and replace and supersede any prior written or oral agreement between the Parties regarding its subject matter. g. Confidentiality. i. The Parties mutually acknowledge and agree that in performance of this Agreement, each Party and its employees has and will continue to disclose to the other Party Confidential Information (as defined below) including but not limited to information relating to the Client's personnel and their employment status, and the Contract Administrative Firm's proprietary service model and materials, and that each is bound to maintain the confidentiality of such Confidential Information during the Term of this Agreement and at all times afterward, absent a legal duty to disclose or the express written authorization to do so obtained from the Party to whom the information pertains or belongs; provided however, that each Party may disclose Confidential Information of the other Party or its employees to its own representatives who need to know such information and are bound by obligations of confidentiality and non-use consistent with those set forth herein. Confidential Information shall not be used for any purpose other than performance of this Agreement or otherwise in furtherance of the purposes of this Agreement. ii. For purposes of this Section 3(g), Confidential Information is any information identified by either Party to the other as confidential and/or proprietary (or words of similar import) or which reasonably should be considered confidential, including but not limited to information regarding the Parties' respective businesses or finances. Confidential Information does not include information which: (a) becomes generally available to the public other than as a result of a disclosure by the receiving party, its representatives, or its agents; (b) was available to the receiving party on a non -confidential basis prior to its disclosure hereunder by the other party or its employees or agents; (c) becomes available on a non -confidential basis from a third -party source provided that such third party source is not bound by a confidentiality agreement with the disclosing party; or (d) is independently developed by the receiving party without the use of, or reference to, the disclosing party's Confidential Information. iii. With regard to "protected health information," as that term is defined in the Parties' Business Associate Agreement and under HIPAA, the Parties mutually agree to the additional privacy and security limitations set forth in the Business Associate Agreement. If there is a conflict between this Agreement and the Business Associate Agreement regarding information that can be classified as AGUE City of Santa Ana Spending Account Administrative Services Agreement Client Initials: PEPM17 Page 13 25A-15