to such information.
11.3
REQUIRED DISCLOSURES.
IF PROVIDER OR ITS AFFILIATES, ON THE ONE
HAND, OR CUSTOMER OR ITS AFFILIATES, ON THE OTHER HAND, ARE REQUESTED OR
REQUIRED (BY ORAL QUESTION, INTERROGATORIES, REQUESTS FOR INFORMATION OR
DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS) BY ANY
GOVERNMENTAL AUTHORITY OR PURSUANT TO APPLICABLE LAW TO DISCLOSE OR PROVIDE ANY
CUSTOMER CONFIDENTIAL INFORMATION OR PROVIDER CONFIDENTIAL INFORMATION AS
APPLICABLE, THE ENTITY OR PERSON RECEIVING SUCH REQUEST OR DEMAND SHALL USE ALL
REASONABLE EFFORTS TO PROVIDE THE OTHER PARTY WITH WRITTEN NOTICE OF SUCH
REQUEST OR DEMAND AS PROMPTLY AS PRACTICABLE UNDER THE CIRCUMSTANCES SO THAT
SUCH OTHER PARTY SHALL HAVE AN OPPORTUNITY TO SEEK AN APPROPRIATE PROTECTIVE
ORDER.
THE PARTY RECEIVING SUCH REQUEST OR DEMAND AGREES TO TAKE, AND CAUSE ITS
REPRESENTATIVES TO TAKE, AT THE REQUESTING PARTY'S EXPENSE, ALL OTHER REASONABLE
STEPS NECESSARY TO OBTAIN CONFIDENTIAL TREATMENT BY THE RECIPIENT.
SUBJECT TO
THE FOREGOING, THE PARTY THAT RECEIVED SUCH REQUEST OR DEMAND MAY THEREAFTER
DISCLOSE OR PROVIDE ANY CUSTOMER CONFIDENTIAL INFORMATION OR PROVIDER
CONFIDENTIAL INFORMATION, AS THE CASE MAY BE, TO THE EXTENT REQUIRED BY SUCH LAW
(AS SO ADVISED BY COUNSEL) OR BY LAWFUL PROCESS OR SUCH GOVERNMENTAL AUTHORITY.
17
11.4
HIPAA ADDENDUM.
IF PROVIDER IN CONNECTION WITH THE PROVISION OF 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 6.3
11.5
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.
12.0
INDEMNITIES.
12.1
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