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CONEXIS
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<br />4.4 Waiver; Modification; Amendment: No waiver, modification or amendment of this Agreement shall be valid or
<br />binding unless the same is in writing and duly Executed by both Parties, except as otherwise set forth herein.
<br />4.5 Assignment: Notwithstanding any acquisition or merger of either Party, neither Client nor CONEXIS may assign this
<br />Agreement without the other Party's prior written consent, which such consent shall not be unreasonably withheld,
<br />conditioned, or delayed. Any attempt or purported assignment in violation of the foregoing shall be void. This Agreement
<br />shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
<br />4.6 Confidential Information: In addition to the HIPAA BUSINESS ASSOCIATE SCHEDULE, Client and CONEXIS
<br />each acknowledge that in performance of this Agreement, each Party has and will continue to disclose to the other,
<br />proprietary and confidential information ("Confidential Information"). The term "Confidential Information" shall mean all
<br />data, trade secrets, and other information of any kind whatsoever that a Party ("Discloser") discloses, in writing, orally,
<br />visually or in any other medium, to the other Party ("Recipient") or to which Recipient obtains access and that relates to
<br />Discloser's business or, in the case of CONEXIS, its customers or is otherwise identified by the Discloser as
<br />confidential or proprietary. A "writing" shall include an electronic transfer of information by e-mail, over the Internet or
<br />otherwise. Each of the Parties, as Recipient, hereby agrees that it will not, and will cause its employees, agents and
<br />subcontractors not to disclose Confidential Information of the other Party, during or after the term of this Agreement,
<br />other than on a "need to know" basis and then only to: (a) affiliate employers (defined as a business entity now or
<br />hereafter controlled by, controlling or under common control with a Party); (b) employees; (c) officers; (d) agents and/or (e)
<br />subcontractors provided that any third parties who receive Discloser's Confidential Information from Recipient or on
<br />behalf of Recipient are subject to a written confidentiality agreement that shall be no less restrictive than the provisions of
<br />this Section; and (f) as required by law or as otherwise expressly permitted by this Agreement. If Recipient is required
<br />by law to disclose Discloser's Confidential Information, Recipient will promptly notify Discloser and reasonably
<br />cooperate with Discloser if Discloser takes action to prevent any such disclosure. Client further agrees that CONEXIS
<br />may communicate confidential, protected, privileged or otherwise sensitive information to Client through a named contact
<br />designated by Client ("Named Contact") and specifically agrees to indemnify and hold harmless CONEXIS for
<br />any such communications directed to Client through the Named Contact attempted via facsimile, mail, telephone,
<br />email or any other media, acknowledging the possibility that such communications may be inadvertently misrouted or
<br />intercepted once CONEXIS has sent such to Client. The obligations of confidentiality in this Section shall not apply to
<br />any information that (i) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to
<br />maintain its confidentiality; (ii) Recipient independently develops without access to Disclosers Confidential
<br />Information; (iii) is or becomes known to the public other than by breach of this Section or (iv) is rightfully received by
<br />Recipient from a third party without the obligation of confidentiality. Any combination of Confidential Information
<br />disclosed with information not so classified shall not be deemed to be within one of the foregoing exclusions merely
<br />because individual portions of such combination are free of any confidentiality obligation or are separately known in the
<br />public domain. Each Party hereby agrees that it will not disclose Confidential Information of the other Party during
<br />or after the Term of this Agreement, other than as necessary to satisfy its obligations herein or as otherwise permitted
<br />herein, and then only to, the Party's affiliates, the Party's employees, agents, officers, independent contractors, or
<br />subcontractor provided that subcontractor agrees to terms of confidentiality; and as required by law or as otherwise
<br />expressly permitted by this Agreement. Notwithstanding the above, CONEXIS acknowledges that Client is a public entity
<br />bound by the laws and statutes of the State of California and the United States and as such the records of Client, including
<br />this Agreement, are public record and subject to public disclosure.
<br />4.7 Disclosure of Individually Identifiable Health Information: Client and CONEXIS agree to protect the confidentiality
<br />of and to only use and disclose protected health information (as that term is defined in 45 C.F.R. 164.300) as set forth in
<br />the HIPAA BUSINESS ASSOCIATE SCHEDULE attached hereto and incorporated into and made a part of this
<br />Agreement. If there is a conflict between this Agreement and the HIPAA BUSINESS ASSOCIATE SCHEDULE the
<br />HIPAA BUSINESS ASSOCIATE SCHEDULE will control with respect to its subject matter.
<br />4.8 Notices and Communications: All notices between Client and CONEXIS provided for herein shall be sent by
<br />confirmed facsimile; by guaranteed overnight mail, with tracing capability; by first class United States mail, with postage
<br />prepaid; or by email addressed to the other party at their respective addresses as set forth below for CONEXIS and on the
<br />signature page for the Client.
<br />CONEXIS, a division of WageWorks, Inc. Email: contractadministration@CONEXIS.com
<br />6191 North State Highway 161, Suite 400 FAX: 1.800.806.9112
<br />Irving, TX 75038
<br />Notices shall be deemed provided when sent except as otherwise set forth in this Agreement. Emails sent to CONEXIS
<br />should be sent to the appropriate CONEXIS Service Representative or Contract Administration. Both Parties agree to
<br />promptly notify the other of any changes in addresses and/or email addresses that neither party shall be responsible
<br />on — greement for notices sent prior to notification of a change in the address. 9 1,
<br />CONEXIS Initials Client Initials
<br />Direct Client Services Agreement 4 V9.0-040111
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