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<br />CalOptima Health PHA MOU Page 8 of 18 <br />affiliates harmless from any third-party claims, demands, including defense costs, <br />or liability of any kind or na ture, including, but not limited to, personal injury or <br />property damage, arising from or related to that PHA’s failure to perform its <br />obligations under this MOU, gross negligence or intentional misconduct . <br />K. If judgment is entered against one Party by a cour t of competent jurisdiction <br />because of the concurrent active negligence of the other Party or its officials, <br />officers, directors, employees, or agents , the Parties agree that liability will be <br />apportioned as determined by the court. <br />L. Each Party represents and warrants that the person executing this MOU on behalf <br />of its organization is an authorized agent who has actual authority to bind its <br />organization to each and every term, condition, and obligation of this MOU and <br />that all requirements have been fulfilled to provide such actual authority. <br />M. Nothing herein contained shall be construed as creating the relationship of <br />employer and employee, or principal and agent, between a PHA and any applicant <br />or participant participating in this program, CalOptima, or any of CalOptima’s <br />agents or employees. <br />N. This MOU may be executed in two or more counterparts, each of which shall be <br />deemed an original and all of which together shall constitute the same agreement. <br />Facsimile, documents executed, scanned, and tran smitted electronically, and <br />electronic signatures shall be deemed original signatures for purposes of this MOU, <br />with such facsimile, scanned, and electronic signatures having the same legal effect <br />as original signatures. <br />XIII. SECURITY <br />A. The Parties agree to maintain the confidentiality of all information and records <br />shared as a result of this MOU pursuant to all applicable laws relating to privacy <br />and confidentiality that currently exist or exist at any time during the term of this <br />MOU. The Parties represent, warrant, and covenant that they have implemented <br />and will maintain during the term of this MOU administrative, physical, and <br />technical safeguards to reasonably protect private and confidential Participant <br />information, to protect again st anticipated threats to the security or integrity of data, <br />and to protect against unauthorized physical or electronic access to or use of data. <br />Such safeguards and controls shall include at a minimum: <br />1. Storage of confidential paper files that ensures rec ords are secured, handled, <br />transported, and destroyed in a manner that prevents unauthorized access. <br />2. Control of access to physical and electronic records to ensure data is accessed <br />only by individuals with a need to know for the delivery of MOU services. <br />3. Control to prevent unauthorized access and to prevent employees of the Party <br />from providing data to unauthorized individuals. <br />EXHIBIT 1