A SERVICE, CONSTITUTES A BUSINESS ASSOCIATE (AS DEFINED IN HIPAA AND/OR THE
HIPAA PRIVACY RULE) AND USES
PROTECTED HEALTH INFORMATION (AS DEFINED IN HIPAA
AND/OR THE HIPAA PRIVACY RULE) GENERATED BY OR ENTRUSTED TO CUSTOMER, THEN THE
TERMS OF EXHIBIT J SHALL APPLY WITH RESPECT TO SUCH SERVICE.
CUSTOMER SHALL
PROVIDE NOTICE TO PROVIDER OF CHANGES IN HIPAA AND/OR THE HIPAA PRIVACY RULE
RELEVANT TO THE PERFORMANCE OF THE SERVICES AND APPROPRIATE TRAINING TO PROVIDER
REGARDING COMPLIANCE WITH HIPAA AND THE HIPAA PRIVACY RULE IN ACCORDANCE WITH
SECTION 6.C
E.
DATA OWNERSHIP.
ALL DATA, RECORDS, AND REPORTS RELATING TO THE
GENWORTH BUSINESS AND THE CUSTOMERS OF THE GENWORTH GROUP (COLLECTIVELY,
"RECORDS"), WHETHER IN EXISTENCE AT THE EXECUTION DATE HEREOF OR COMPILED
THEREAFTER IN THE COURSE OF PERFORMING THE SERVICES, SHALL BE TREATED BY
PROVIDER AND ITS SUBCONTRACTORS AS THE EXCLUSIVE PROPERTY OF CUSTOMER OR OTHER
MEMBER OF THE GENWORTH GROUP AND THE FURNISHING OF SUCH RECORDS, OR ACCESS TO
SUCH ITEMS BY, PROVIDER AND/OR ITS SUBCONTRACTORS, SHALL NOT GRANT ANY EXPRESS
OR IMPLIED INTEREST IN OR LICENSE TO PROVIDER AND/OR ITS SUBCONTRACTORS RELATING
TO SUCH RECORDS OTHER THAN AS IS NECESSARY TO PERFORM AND PROVIDE THE SERVICES
TO THE GENWORTH GROUP.
UPON REQUEST BY CUSTOMER AT ANY TIME AND FROM TIME TO
TIME AND WITHOUT REGARD TO THE DEFAULT STATUS OF THE PARTIES UNDER THE
AGREEMENT, PROVIDER AND/OR ITS SUBCONTRACTORS SHALL PROMPTLY DELIVER TO CUSTOMER
THE RECORDS IN ELECTRONIC FORMAT AND IN SUCH HARD COPY AS EXISTS ON THE DATE OF
THE REQUEST BY CUSTOMER.
12.
INDEMNITIES.
A.
INDEMNITY BY PROVIDER.
PROVIDER AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE MEMBERS OF THE GENWORTH GROUP AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL ACTIONS,
LIABILITIES, LOSSES, DAMAGES, INJURIES, JUDGMENTS AND EXTERNAL EXPENSES,
INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS, SANCTIONS IMPOSED
BY A COURT, EXPERTS' FEES, INTEREST OR PENALTIES RELATING TO ANY JUDGMENT OR
SETTLEMENT, AND OTHER LEGAL EXPENSES (INCLUDING ALL INCIDENTAL EXPENSES IN
CONNECTION WITH SUCH LIABILITIES, OBLIGATIONS, CLAIMS OR ACTIONS BASED UPON OR
ARISING OUT OF DAMAGE, ILLNESS OR INJURY (INCLUDING DEATH) TO PERSON OR PROPERTY
CAUSED BY OR SUSTAINED IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT)
("LIABILITIES"), BROUGHT, ALLEGED OR INCURRED BY OR AWARDED TO ANY PERSON WHO IS
NOT A MEMBER OF THE GE GROUP OR THE GENWORTH GROUP (A "THIRD PARTY CLAIM")
ARISING OUT OF OR BASED UPON:
ANY ALLEGED OR ACTUAL VIOLATION OF ANY LAW BY PROVIDER OR ANY OF ITS AFFILIATES
OR REPRESENTATIVES (EXCLUDING THE GENWORTH GROUP AND EXCLUDING ANY SUCH
VIOLATION TO THE EXTENT CAUSED BY A BREACH OF THIS AGREEMENT OR ANY PSA BY ANY
MEMBER OF THE GENWORTH GROUP);
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PROVIDER OR ANY OF ITS AFFILIATES
(EXCLUDING THE GENWORTH GROUP);
14
PROVIDER'S PROVISION OF ANY SERVICES TO ANY THIRD PARTY FROM THE SAME FACILITIES
FROM WHICH THE SERVICES ARE PROVIDED TO THE CUSTOMER;
THE IMPROPER OR ILLEGAL USE OR DISCLOSURE OF CONSUMER INFORMATION (INCLUDING
PERSONAL, CREDIT