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~~ ~i~,, ~;,-, N ~ ~,he INSURAN E (VU~t~UI w Qx r~IAY .PtO N-2008-125 LECTRONIC INFORMATION EXCHANGE AGREEMENT 13ATlc To the extent that either party receives Information Assets in the possession of the other party, the provisions set forth below apply. DEFINITIONS Disclosing party means the party who transfers their Information Assets to the other party for the purposes outlined in this Agreement. The Disclosing party is the owner of the Information Assets being transferred, unless such ownership is contractually released. Receiving party means the party who receives the Information Assets needed in order to perform this Agreement. The party receiving and/or storing the transferred Information Assets is the custodian of the Information Assets while in the possession of the Information Assets. Information Assets means any hardware, software or network components that contain or are used to process, manage or store information necessary to the operation of either party. In addition all data, including electronic files and records, and that found on paper or other storage media. PROVISIONS Use Limitations. Any Information Assets of the Disclosing party will not be used by the Receiving party for any purpose, except as set forth in this Agreement or otherwise required bylaw. Non-Disclosure. Each party agrees not to disclose Information Assets to any of its employees except employees who need the Information Assets for the purposes described in this Agreement. Each party further agrees not to disclose Information Assets to any third party unless such third party has a signed non-disclosure agreement regarding the Information Assets whose terms are equivalent to, or stricter than, the terms of this section. Each party shall take all reasonable and necessary steps to prevent unauthorized disclosure of the Information Assets. Protection. Each party agrees that it shall, as a minimum, use the same degree of care to protect the confidentiality ofthe Information Assets that it uses to protect its own information assets. Electronic Protected Health Information. Each party agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information (EPHI) that it creates, receives, maintains, or transmits on behalf of the other party as required by federal HIPAA regulations. Each party further agrees to ensure that any agent, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect EPHI; Notification & Remedy. The Receiving party agrees to notify the Disclosing party in writing when it becomes aware of any unauthorized disclosure, modification or destruction of Information Assets by the Receiving party, its officers, directors, employees, contractors, agents or third parties. The Receiving party shall make this notification promptly upon becoming aware of such disclosure, modification or destruction, but in any event, not later than four working days after becoming aware of the unauthorized disclosure, modification or destruction. After such notification, the Receiving party agrees to cooperate reasonably (at the Receiving party's expense) with the Disclosing party to PERSOlA0041 (08-2008) Page 1 of 3 Effective 8/27/2008