Agenda Packet_2025-08-05 - Laserfiche WebLink

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definitions of PII. PH I is defined as any information that is related to an individual's hea lth record as defined by the Health Insurance Portability and Accountability Act (HIPAA). e. PHI/PII Process ing -The parties shall comply , and warrant tha t they have complied, with implementing all applicable data protection and privacy laws and regulations in any r elevant jurisdiction (together, the "Data Protection Laws"); and where, in connection with this Agreement, the Software is processing information re lated to PH I/PII on behalf of the CLIENT, MERIDIAN shall: i. Process the PHI/PII only on the written instructions of CLIENT; ii . Make all reasonable efforts to im plement appropriate technical and organizational measures to protect those PHI/PII against accidental or unlawful destruction or accidental loss, alteration , unauthorized disclosure or access, in particu lar where the processing involves the transmission of data over a network , and against all other unla wful forms of processing; iii . Return or destroy a ll such personal data promptly upon the termination of this Ag reement, or at any time during the term of this Agreement upon written instructions from CLIENT ; iv. Not disclose PHI/PII to any person except as required or pe rmitted by this Agreement or w ith CLIENT's written consent; v. Provide full cooperation and assistance to CLIENT in implementing any procedures required in order to comply with data privacy laws to wh ich .CLIENT is subject, as advised by CLIENT from time to time; vi. Not process PH I/PII except to the extent reasonably necessary to the performance of this Agreement; vii. Notify CLIENT immediately in the event of any breach of the security of such personal data . and cooperate with CLIENT in any post-breach investigation or remed iation efforts; and viii. Notify CLIENT promptly in the event that MERIDIAN is required by law, court order, warrant , subpoena, or other legal or judicial process to disclose any PHI/PII to any perso n other than CLIE NT. The CLIENT sha ll make all reasonable efforts to ensure that those Personal Data are accurate and up to date at all times, to the extent that it is within CLIENT's abi lity to do so . The Parties hereto agree , that the above warranties relating to PHI and PII are Meridian's sole responsibilities related to the processing and control of CLIENT PH I and PII. 7. European Union Clients In the event that CLIENT will access PII originating from a country in the European Economic Area ("EEA") or from a country outside the EEA, MERIDIAN shall, if requested by CLIENT, will comply with the applicable Privacy Law Legislation in coordination with the European Comm ission, relating to re quirements of the European Union's Directive on Data Protection. CLIENT wa rrants that it has the consent of its employees , independent contractors or any other individual whose PII is being processed and/or transmitted w ithin the Services and MERIDIAN shall have no liability should CLIENT not have received such consent. CLIENT will indemnify , defend and hold MERIDIAN harm less should Saas Agreement: Multi-Tenant meridianks.com City Council 14 – 12 8/5/2025