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Contract 2018-38 DocuSrgn Envelope It):CBFF758D-A44C-4DFE-8318-7DECE95F811 B DESCRIPTIVE•PREDIC1IVE•PRESCRIP I NE Benefits Science Technologies CONFIDENTIALITY NONDISCLOSURE AGREEMENT This Confidentiality Nondisclosure Agreement("Agreement")dated February 1, 2018 is between Benefits Science LLC(hereafter known as"BST") and City of Clermont ("Partner"). WHEREAS, in the course of transacting business between the parties hereto, it may be necessary and desirable for either party to disclose proprietary or Confidential information,the parties hereto agree as follows: All information and documents given to the Partner shall be considered Confidential Information, whether or not marked as such, and shall be subject to the terms of this Agreement. THEREFORE, In consideration of each party making the Confidential Information available to the other party,the respective party,subject to compliance with Florida's Public Records Law,agrees as follows: (i) Each party warrants that it will retain all Confidential information belonging to the other party in strictest confidence and will neither use it nor disclose it to a third party, other than its employees having a need to know. (ii) Each party will require its employees to whom Confidential Information has been disclosed to keep it in the strictest confidence. (iii) Each party will limit the number of copies made of such Confidential Information to those necessary to accomplish the intent of this Agreement and will reproduce a legend as to confidentiality or secrecy on each copy. II (iv) Each party shall not disclose the Confidential Information to any third party, use or appropriate in any manner the Confidential Information for its own or any other party's use or benefit, or use the Confidential Information in any manner that would be adverse to the interests of BST. (v) Each party agrees not to tamper with, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Confidential Information. (vi) Partner agrees not to use Confidential Information to directly or indirectly compete with the business of BST and its successors and assigns. Moreover, Partner shall not attempt, in any manner, to circumvent any relationship or potential relationship between the parties of this Agreement. (viii if, for any reason, Partner does not proceed with the contemplated business relationship with BST or if asked by BST at any time, Partner will promptly return or destroy all Confidential Information and all copies and extracts. Partner will promptly notify BST of any unauthorized release of Confidential Information. For purposes of this Agreement, proprietary and "Confidential Information" will include, but is not limited to, all internal business practices, software, information contained on networks, LANs, computers or other magnetic or optical media, devices, concepts, prototypes, inventions (some of which may be patentable), patent applications, designs, know-how, plans for development of new technology, procedures, informational plans, strategies, business records, including but not limited to information concerning providers, reimbursements, rates, products, pricing,the identity of any party's customers,any and all data identifying customers either individually or as a group, including but not limited to, claims, Corporate Offices:745 Atlantic,ve.,Boston,MA 02111 http://www.benefitsscience.com DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B DESCRIPI IVE•PREDICTIVE=PRESCRIPT IVE Benefits Science Technologies rating, health information, and identifiable nonpublic personal information, methods of doing business, and financial information regarding customer contracts, both detailed information and the basic nature of the information,and contracts or business methods, in any form whatsoever. The parties recognize that irreparable harm can be occasioned to the other party by disclosure of Confidential Information relating to its business and any violation of this Agreement shall entitle the offended party to injunctive relief in addition to, and not in lieu of, any monetary damages to which the offended party may be entitled. If Confidential Information is disclosed to a third party, the offending party will provide all reasonable assistance to the other party in obtaining retrieval of the information. The offending party shall hold harmless and indemnify the non-offending party(ies) from any and all liabilities, costs, losses, damages, expenses, claims, actions or suits arising out of or associated with the violation of this Agreement. In addition, any party which prevails in any legal dispute hereunder shall be entitled to collect its attorneys' fees and expenses from the other party. Notwithstanding anything to the contrary, neither party shall have an obligation to preserve the confidentiality of any information which: (i) has been previously published or is now or becomes public knowledge through no fault of the other party; (ii) at the time of disclosure is already in the lawful possession of the other party; (iii) was made available to the other party, without restriction on disclosure, by a third party not under obligation of confidentiality with respect to the disclosed information; (iv) is independently developed by the other party; (v) constitutes know-how which in ordinary course becomes indistinguishable from the know-how of the other party; (vi) the communication is in response to a valid order by a court of competent jurisdiction or otherwise required by law. At the termination of the relationship requiring the disclosure of proprietary and Confidential Information, each party will promptly, upon the request of the other party, destroy all documents or other matters furnished hereunder constituting or containing proprietary or Confidential Information (including all electronic information or images of same),without retaining any copy thereof. Each party shall certify in writing to the other party that all proprietary and Confidential Information which had been disclosed hereunder has been destroyed. The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to its conflict of law principles. The parties agree that the courts of Lake County, Florida, USA shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this Agreement and each party hereby irrevocably consents to the jurisdiction of such courts for the limited purposes stated herein. If any provision of this Agreement or the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law,the remaining provisions of this Agreement shall continue in full force and effect. Corporate Offices:745 Atlantic A.e.,Boston,MA 02111 http://www.benefitsscience.com DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811 B DESCRIP I IVE•PREDIC I WE•PRESCRIPTIVE Benefits Science Technologies This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and/or subsidiaries of the parties with respect to the same subject matter hereof. There are no warranties, representations and/or agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this instrument to be duly executed as of the date above written. ACCEPTED BY BST: ACCEPTED :Y PARTNER: ,-DocuSigned by: ,, SldAkMAIL BY' BY: 4k k kA (Signature) ( *•P e Sid Mann Gircuf (Printed Name) (Printed Name) vice President Sales L49 MCAS, t 1 (Title) (Title) yv ` 4/26/2018 90118 d J18 (Date) (Date)) 1 I I I Corporate Offices:745 Atlantic Ave.,Boston,MA 02111 http://www.benefitsscience.com DocuSign Envelope ID:CBFF758D-A44C-4DFE-8318-7DECE95F811B d. 1 ac nA}