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7.1.7.Ownership of System and Intellectual Property.The System contains proprietary and copyright protected
<br /> material and,in its human-perceivable form,contains trade secrets and other intellectual property rights
<br /> exdusively owned by Benovate,Benovate's affiliates or their licensors.Client acknowledges and agrees that,as
<br /> between Benovate and Client,Benovate is and shall remain the sole and exdusive owner of all rights,title,and
<br /> interest in and to the System and all intellectual property rights related thereto,induding any patents,copyrights,
<br /> trade secrets,and any other industrial or property rights.Except for the limited rights granted hereunder,Client is
<br /> not granted any rights to any patents,patent applications,copyrights,trademarks,domain names,designs,trade
<br /> secrets or any other rights or licenses with respect to the System.Client agrees to maintain the secrecy of the
<br /> contents of the System and implement adequate safeguards to prevent and protect the System from unauthorized
<br /> access or use by its personnel,unless authorized or required by law.Client hereby assigns to Benovate any and all
<br /> rights in and to the data,feedback,suggestions,ideas or information that Client or its personnel provide to
<br /> Benovate with respect to the System,induding all copyrights,patent rights and all other intellectual property
<br /> rights thereto.Notwithstanding provisions herein to the contrary,Benovate may,subject to applicable law,retain
<br /> (both during and after the expiration or termination of this Agreement),and use for its business purposes,data
<br /> provided by Users.
<br /> 7.1.8.Restrictions.Client shall not: (i)copy,reproduce,distribute,transfer,time-share,rent,lend,loan,lease or
<br /> sublicense any portion of the System; (ii)translate,adapt,modify,alter,combine with other software,or prepare
<br /> derivative works based in whole or in part on the System; (iii)use the System in a computer-based services
<br /> business; (iv)reverse engineer,decompile,disassemble or otherwise reduce the System or its components to a
<br /> human-perceivable form; (v)alter,change or remove any proprietary notices or confidentiality legends placed on
<br /> or contained within the System;or(vi)attempt to break,bypass,defeat or circumvent the System's security
<br /> measures,or attempt to obtain access to any hardware,programs or data beyond the scope of the access granted
<br /> by Benovate in writing.
<br /> 7.2. Liability Insurance.
<br /> Benovate agrees to provide to Client upon request,a certificate evidencing that it has in effect,with an insurance
<br /> company in good standing and authorized to do business in Minnesota,policies as provided herein.Said policies shall
<br /> insure payment of damage for liability and indemnify the Client arising out of the performance of professional services
<br /> for Client,in the insured's capacity as the programs/services provider,if such liability is caused by error,omission,or
<br /> negligent act of the insured or any person or organization for whom the insured is liable.Said policy shall not name the
<br /> Client as an additional insured.
<br /> 7.3.
<br /> 7.3.1.Continuing Obligations.Sections 7 and 8 herein shall survive the expiration or termination of the HSA for any
<br /> reason.
<br /> 8. Pricing
<br /> The agreed upon pricing for services is as follows:
<br /> 8.1. Benovate/Cooperative Health Solutions Engagement Platform NJPA funded until December,2018.
<br /> • NJPA co-branded Benovate Health Engagement Platform
<br /> • Includes up to 10 targeted cards.Each additional set of 10 cards costs$500.
<br /> • Client Group Communication&Marketing Plan
<br /> • Ongoing Member Communication Plan
<br /> • Incentive Management—Basic
<br /> • Reporting—Standard
<br /> 8.2. Dynamic Online Health Assessment Induded
<br /> 9. Billing
<br /> Client shall be billed directly for all services listed per the Pricing Section 8.Benovate shall provide regular monthly invoicing for the
<br /> scope of services listed above,beginning on January 15th,2017.
<br /> 10. Independent Contractor Status. Benovate,at all times and for all purposes hereunder,shall be an independent contractor
<br /> and is not an employee of Client for any purpose. No statement contained in this Contract shall be construed so as to find
<br /> Benovate to be an employee of Client and Benovate shall not be entitled to any of the rights,privileges,or benefits of
<br /> employees of Client,induding but not limited to,workers'compensation,health/death benefits,and indemnification for third-
<br /> party personal injury/property damage daims. Benovate acknowledges that no withholding or deduction for State or Federal
<br /> income taxes,FICA,FUTA,or otherwise,will be made from the payments due Benovate,and that it is Benovate's sole
<br /> obligation to comply with the applicable provisions of all Federal and State tax laws. Benovate shall at all times be free to
<br /> exercise initiative,judgment and discretion as to how to best perform or provide services identified herein. Benovate is
<br /> responsible for hiring sufficient workers to perform the services/duties required by this Contract,withholding their taxes and
<br /> paying all other employment tax obligations on their behalf.
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