Item 24 - Approve Agreement for Learning Management System

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definitions of PII. PHI is defined as any information that is related to an individual's health record as defined by the Health Insurance Portability and Accountability Act (HIPAA). e. PHI/PII Processing - The parties shall comply, and warrant that they have complied, with implementing all applicable data protection and privacy laws and regulations in any relevant jurisdiction (together, the "Data Protection Laws"); and where, in connection with this Agreement, the Software is processing information related to PHI/PII on behalf of the CLIENT, MERIDIAN shall: i. Process the PHI/PII only on the written instructions of CLIENT; ii. Make all reasonable efforts to implement appropriate technical and organizational measures to protect those PHI/PII against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; iii, Return or destroy all such personal data promptly upon the termination of this Agreement, or at any time during the term of this Agreement upon written instructions from CLIENT; iv. Not disclose PHI/PII to any person except as required or permitted by this Agreement or with CLIENT's written consent; V. Provide full cooperation and assistance to CLIENT in implementing any procedures required in order to comply with data privacy laws to which CLIENT is subject, as advised by CLIENT from time to time; vi. Not process PHI/PII except to the extent reasonably necessary to the performance of this Agreement; vii. Notify CLIENT immediately in the event of any breach of the security of such personal data, and cooperate with CLIENT in any post- breach investigation or remediation efforts; and viii. Notify CLIENT promptly in the event that MERIDIAN is required by law, court order, warrant, subpoena, or other legal or judicial process to disclose any PHI/PII to any person other than CLIENT. The CLIENT shall make all reasonable efforts to ensure that those Personal Data are accurate and up to date at all times, to the extent that it is within CLIENT's ability to do so. The Parties hereto agree, that the above warranties relating to PHI and PII are Meridian's sole responsibilities related to the processing and control of CLIENT PHI and PII. 7. European Union Clients In the event that CLIENT will access PII originating from a country in the European Economic Area ("EEK) or from a country outside the EEA, MERIDIAN shall, if requested by CLIENT, will complywith the applicable Privacy Law Legislation in coordination with the European Commission, relating to requirements of the European Union's Directive on Data Protection. CLIENT warrants that it has the consent of its employees, independent contractors or any other individual whose PII is being processed and/or transmitted within the Services and MERIDIAN shall have no liability should CLIENT not have received such consent. CLIENT will indemnify, defend and hold MERIDIAN harmless should