Common use of Access by Individuals with Disabilities Clause in Contracts

Access by Individuals with Disabilities. Contractor represents and warrants (the “EIR Accessibility Warranty”) that the electronic and information resources and all associated information, documentation, and support that it provides to University (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent Contractor becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor represents and warrants that it will, at no cost to University, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or is unable to do so, then University may terminate the Contract and Contractor will refund to the University all amounts the University has paid to Contractor within thirty days after the termination date. All submissions must include all Voluntary Product Accessibility Templates (VPAT), Information Technology Industry Council (ITIC) and General Services Administration (GSA), that describes compliance with Section 508. The Contractor agrees to protect, defend, and save the University, its elected and appointed officials, agent, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of the Contractor’s employees or third parties on account of bodily and personal injuries, death, damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AA

Access by Individuals with Disabilities. Contractor Seller represents and warrants (the “EIR Accessibility Warranty”) that the electronic and information resources and all associated information, documentation, and support that it provides to University UTMB under this Purchase Order (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent Contractor Seller becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor Seller represents and warrants that it will, at no cost to UniversityUTMB, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or Seller is unable to do so, then University UTMB may terminate the Contract this Purchase Order and Contractor Seller will refund to the University UTMB all amounts the University UTMB has paid to Contractor under this Purchase Order within thirty (30) days after the termination date. All submissions must include all Voluntary Product Accessibility Templates 34. ACKNOWLEDGMENT OF HIPAA OBLIGATION AND OTHER REGULATIONS IMPLEMENTING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (VPAT42 U.S.C. §1320(D) (“HIPAA”): To the extent either Seller comes into contact with information considered Individually Identifiable Health Information (IIHI) by the Health Insurance Portability and Accountability Act of 1996, codified at 42 USC § 1320d through d-8 (HIPAA) or Protected Health Information (PHI), as regulated by the Department of Health and Human Services (DHHS) through the adoption of standards, 45 CFR Parts 160 and 164 (Privacy Rule) and 45 CFR Parts 160, 162 and 164 (Security Rule), collectively referred to as “the HIPAA Rules,” as amended by the Health Information Technology Industry Council for Economic and Clinical Health Act of 2009 (ITIC"HITECH Act"), Seller agrees to keep private and to secure any information considered IIHI or PHI in accordance with the federal law. (a) Seller agrees to only use and disclose Protected Information as required to perform the services outlined in this Purchase Order. Seller may use and disclose Protected Information for the proper management and administration of the Seller’s operations and for data aggregation services to the extent permitted by the HIPAA Rules. (b) Seller will not use or further disclose Protected Information other than as permitted or required under this Purchase Order or as required by law. (c) Seller will use appropriate safeguards to prevent the use or disclosure of Protected Information for any reason other than as provided by this Purchase Order. Seller shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic Protected Information that it creates, receives, maintains or transmits on behalf of UTMB. (d) ▇▇▇▇▇▇ agrees to promptly notify UTMB of any use or disclosure of Protected Information not provided for in this Purchase Order of which it becomes aware. Contactor shall report to UTMB any instances, including security incidents, of which it is aware in which Protected Information is used or disclosed for a purpose that is not otherwise provided for in this Purchase Order or for a purpose not expressly permitted by the HIPAA Rules. (e) Seller shall require any agents or subcontractors who receive Protected Information to be bound by the same restrictions and conditions outlined in this Purchase Order. Additionally, Seller shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity and availability of electronic Protected Information that Seller creates, receives, maintains, or transmits on behalf of UTMB. (f) To the extent it is determined Seller maintains a Designated Record Set, Seller agrees to follow 45 CFR §164.524 (Access of Individuals to PHI), 164.526 (Amendment of PHI) and General 164.528 (Accounting of Disclosures of PHI) of the HIPAA Privacy Rules. (g) Seller agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from UTMB available to the Secretary of Health and Human Services Administration or the Secretary’s designee for purposes of determining UTMB’s compliance with the HIPAA Privacy Regulations. (GSA)h) After completion and/or termination of this Purchase Order, ▇▇▇▇▇▇ agrees to return or destroy all Protected Information, if feasible, and, if not feasible, Seller agrees to continue to protect the Protected Information from wrongful uses and disclosures. (i) Seller understands that UTMB may terminate this Purchase Order immediately if UTMB determines Seller violated a material term of this Purchase Order and Seller’s actions are not successful in remedying the breach. If termination is not feasible UTMB may report the problem to the Secretary of Health and Human Services. (j) Seller may use and disclose de-identified Protected Information if UTMB approves of the use of de-identified Protected Information and the Protected Information is de-identified in compliance with the HIPAA Rules. (k) Seller shall ensure that all uses and disclosures of Protected Information are subject to the principle of “minimum necessary use and disclosure,” i.e., that describes compliance with Section 508. The Contractor agrees only Protected Information that is the minimum necessary to protect, defend, and save accomplish the University, its elected and appointed officials, agent, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor intended purpose of the Contractor’s employees use, or third parties on account of bodily and personal injuries, death, damage to property arising out of services performed disclosure is used or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Codedisclosed.) United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AA

Access by Individuals with Disabilities. Contractor Contractor, Vendor, Supplier represents and warrants (the “EIR Accessibility Warranty”) that the any electronic and information resources and all associated information, documentation, and support that it t h a t i t provides to University LIT under the Contract (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Texas Government Code Chapter 2054, Subchapter M of the Texas Government Code.) M). To the extent Contractor Contractor, Vendor, Supplier becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor Contractor, Vendor, Supplier represents and warrants that it will, at no cost to UniversityLIT, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty Warranty, or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or Contractor, Vendor, Supplier is unable to do so, then University LIT may terminate the Contract without further liability and Contractor Supplier will refund to the University LIT all amounts the University LIT has paid to Contractor under the Contract within thirty (30) days after of the termination date. All submissions must include all Voluntary Product Accessibility Templates 45. ETHICS MATTERS; NO FINANCIAL INTEREST: Contractor, Vendor, Supplier and its employees, agents, representatives and subcontractors have read and understand LIT’s Conflicts of Interest Policy Neither Contractor, Vendor, Supplier nor its employees, agents, representatives or subcontractors will assist or cause LIT employees to violate LIT’s Conflicts of Interest Policy, provisions described by LIT’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor, Vendor, Supplier represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of the Contract. 46 UNDOCUMENTED WORKERS: Contractor, Vendor, Supplier understands the federal Immigration and Nationality Act (VPAT), Information Technology Industry Council 8 U.S.C. §1324a) (ITIC“Immigration Act”) and General Services Administration (GSA), that describes compliance with Section 508makes it unlawful for an employer to hire or continue employment of undocumented workers. The Contractor agrees United States Immigration and Customs Enforcement Service has established the Form I-9 Employment Eligibility Verification Form (“I-9 Form”) as the document to protectbe used for employment eligibility verification (8 CFR Part 274a). Among other things, defendContractor, Vendor, Supplier is required to: (1) have all employees complete and save sign an I-9 Form certifying that they are eligible for employment; (2) examine verification documents required by the University, its elected I-9 Form to be presented by the employee and appointed officials, agent, ensure the documents appear to be genuine and employees, while acting within related to the scope of their duties as such, harmless from individual; (3) record information about the documents on the I-9 Form and against all claims, demands, causes of action of any kind or character, including complete the cost of defense thereof, arising in favor certification portion of the Contractor’s employees or third parties on account of bodily and personal injuries, death, damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) United States Rehabilitation Act of 1973 and its amendments, Section 508I-9 Form; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG4) 1.0 and 2.0AAretain the I-9 Form as required by law. It is illegal to discriminate against any individual

Access by Individuals with Disabilities. Contractor represents and warrants (the “EIR Accessibility Warranty”) that the any electronic and information resources and all associated information, documentation, and support that it provides provided to University LIT by Contractor under the Contract (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Texas Government Code Chapter 2054, Subchapter M of the Texas Government Code.) M). To the extent Contractor becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor represents and warrants that it will, at no cost to UniversityLIT, either (1i) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty Warranty, or (2ii) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or is unable to do so, then University LIT may terminate the Contract without further liability and Contractor will refund to the University LIT all amounts the University LIT has paid to Contractor under the Contract within thirty (30) days after of the termination date. All submissions must include all Voluntary Product Accessibility Templates (VPAT)ETHICS MATTERS; NO FINANCIAL INTEREST: Contractor and its employees, Information Technology Industry Council (ITIC) agents, representatives and General Services Administration (GSA)subcontractors have read and understand LIT’s Conflicts of Interest Policy and Code of Ethics available at LIT Policies and Procedures The Texas State University System Rules and Regulations, that describes compliance with Section 508. The Contractor agrees to protect, defendChapter VIII, and save the Universityapplicable state ethics laws and rules, including Senate Bill 20 (84th Texas Legislature, 2015). Neither Contractor nor its elected and appointed officials, agent, and employees, while acting within the scope agents, representatives or subcontractors will assist or cause LIT employees to violate LIT’s Conflicts of their duties as suchInterest Policy, harmless from provisions described by LIT’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor warrants that no member of the Contractor’s employees Board has a direct or third parties on account of bodily and personal injuries, death, damage to property arising out of services performed or omissions of services or indirect financial interest in any way resulting from the acts or omissions transaction that is the subject of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government CodeContract.) United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AA

Access by Individuals with Disabilities. Contractor Seller represents and warrants (the “EIR Accessibility Warranty”) that the electronic and information resources and all associated information, documentation, and support that it provides to University UTMB under this Purchase Order (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent Contractor Seller becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor Seller represents and warrants that it will, at no cost to UniversityUTMB, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or Seller is unable to do so, then University UTMB may terminate the Contract this Purchase Order and Contractor Seller will refund to the University UTMB all amounts the University UTMB has paid to Contractor under this Purchase Order within thirty (30) days after the termination date. All submissions must include all Voluntary Product Accessibility Templates 32. ACKNOWLEDGMENT OF HIPAA OBLIGATION AND OTHER REGULATIONS IMPLEMENTING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (VPAT42 U.S.C. §1320(D) (“HIPAA”): To the extent either Seller comes into contact with information considered Individually Identifiable Health Information (IIHI) by the Health Insurance Portability and Accountability Act of 1996, codified at 42 USC § 1320d through d-8 (HIPAA) or Protected Health Information (PHI), as regulated by the Department of Health and Human Services (DHHS) through the adoption of standards, 45 CFR Parts 160 and 164 (Privacy Rule) and 45 CFR Parts 160, 162 and 164 (Security Rule), collectively referred to as “the HIPAA Rules,” as amended by the Health Information Technology Industry Council for Economic and Clinical Health Act of 2009 (ITIC"HITECH Act"), Seller agrees to keep private and to secure any information considered IIHI or PHI in accordance with the federal law. (a) Seller agrees to only use and disclose Protected Information as required to perform the services outlined in this Purchase Order. Seller may use and disclose Protected Information for the proper management and administration of the Seller’s operations and for data aggregation services to the extent permitted by the HIPAA Rules. (b) Seller will not use or further disclose Protected Information other than as permitted or required under this Purchase Order or as required by law. (c) Seller will use appropriate safeguards to prevent the use or disclosure of Protected Information for any reason other than as provided by this Purchase Order. Seller shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic Protected Information that it creates, receives, maintains or transmits on behalf of UTMB. (d) ▇▇▇▇▇▇ agrees to promptly notify UTMB of any use or disclosure of Protected Information not provided for in this Purchase Order of which it becomes aware. Contactor shall report to UTMB any instances, including security incidents, of which it is aware in which Protected Information is used or disclosed for a purpose that is not otherwise provided for in this Purchase Order or for a purpose not expressly permitted by the HIPAA Rules. (e) Seller shall require any agents or subcontractors who receive Protected Information to be bound by the same restrictions and conditions outlined in this Purchase Order. Additionally, Seller shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity and availability of electronic Protected Information that Seller creates, receives, maintains, or transmits on behalf of UTMB. (f) To the extent it is determined Seller maintains a Designated Record Set, Seller agrees to follow 45 CFR §164.524 (Access of Individuals to PHI), 164.526 (Amendment of PHI) and General 164.528 (Accounting of Disclosures of PHI) of the HIPAA Privacy Rules. (g) Seller agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from UTMB available to the Secretary of Health and Human Services Administration or the Secretary’s designee for purposes of determining UTMB’s compliance with the HIPAA Privacy Regulations. (GSA)h) After completion and/or termination of this Purchase Order, ▇▇▇▇▇▇ agrees to return or destroy all Protected Information, if feasible, and, if not feasible, Seller agrees to continue to protect the Protected Information from wrongful uses and disclosures. (i) Seller understands that UTMB may terminate this Purchase Order immediately if UTMB determines Seller violated a material term of this Purchase Order and Seller’s actions are not successful in remedying the breach. If termination is not feasible UTMB may report the problem to the Secretary of Health and Human Services. (j) Seller may use and disclose de-identified Protected Information if UTMB approves of the use of de-identified Protected Information and the Protected Information is de-identified in compliance with the HIPAA Rules. (k) Seller shall ensure that all uses and disclosures of Protected Information are subject to the principle of “minimum necessary use and disclosure,” i.e., that describes compliance with Section 508. The Contractor agrees only Protected Information that is the minimum necessary to protect, defend, and save accomplish the University, its elected and appointed officials, agent, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor intended purpose of the Contractor’s employees use, or third parties on account of bodily and personal injuries, death, damage to property arising out of services performed disclosure is used or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Codedisclosed.) United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AA

Access by Individuals with Disabilities. Contractor Seller represents and warrants (the “EIR Accessibility Warranty”) that the electronic and information resources and all associated information, documentation, and support that it provides to University UTMB under this Purchase Order (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Code.) To the extent Contractor Seller becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor Seller represents and warrants that it will, at no cost to UniversityUTMB, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or Seller is unable to do so, then University UTMB may terminate the Contract this Purchase Order and Contractor Seller will refund to the University UTMB all amounts the University UTMB has paid to Contractor under this Purchase Order within thirty (30) days after the termination date. All submissions must include all Voluntary Product Accessibility Templates 32. ACKNOWLEDGMENT OF HIPAA OBLIGATION AND OTHER REGULATIONS IMPLEMENTING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (VPAT42 U.S.C. §1320(D) (“HIPAA”): To the extent Seller comes into contact with information considered Individually Identifiable Health Information as defined by 42 U.S.C. §1320(d), Protected Health Information Technology Industry Council or Electronic Protected Health Information (ITICcollectively known as “Protected Information”) as regulated by the Department of Health and Human Services (DHHS) through the adoption of standards, 45 CFR Parts 160 and 164 (Privacy Rule) and General Services Administration 45 CFR Parts 160, 162 and 164 (GSASecurity Rule), collectively referred to as “the HIPAA Rules,” Seller agrees to keep private and to secure any information considered Protected Information in accordance with federal law. (a) Seller agrees to only use and disclose Protected Information as required to perform the services outlined in this Purchase Order. Seller may use and disclose Protected Information for the proper management and administration of the Seller’s operations and for data aggregation services to the extent permitted by the HIPAA Rules. (b) Seller will not use or further disclose Protected Information other than as permitted or required under this Purchase Order or as required by law. (c) Seller will use appropriate safeguards to prevent the use or disclosure of Protected Information for any reason other than as provided by this Purchase Order. Seller shall implement administrative, physical, and technical safeguards that describes reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic Protected Information that it creates, receives, maintains or transmits on behalf of UTMB. (d) ▇▇▇▇▇▇ agrees to promptly notify UTMB of any use or disclosure of Protected Information not provided for in this Purchase Order of which it becomes aware. Contactor shall report to UTMB any instances, including security incidents, of which it is aware in which Protected Information is used or disclosed for a purpose that is not otherwise provided for in this Purchase Order or for a purpose not expressly permitted by the HIPAA Rules. (e) Seller shall require any agents or subcontractors who receive Protected Information to be bound by the same restrictions and conditions outlined in this Purchase Order. Additionally, Seller shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity and availability of electronic Protected Information that Seller creates, receives, maintains, or transmits on behalf of UTMB. (f) To the extent it is determined Seller maintains a Designated Record Set, Seller agrees to follow 45 CFR §164.524 (Access of Individuals to PHI), 164.526 (Amendment of PHI) and 164.528 (Accounting of Disclosures of PHI) of the HIPAA Privacy Rules. (g) Seller agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from UTMB available to the Secretary of Health and Human Services or the Secretary’s designee for purposes of determining UTMB’s compliance with Section 508. The Contractor the HIPAA Privacy Regulations. (h) After completion and/or termination of this Purchase Order, ▇▇▇▇▇▇ agrees to protectreturn or destroy all Protected Information, defendif feasible, and, if not feasible, Seller agrees to continue to protect the Protected Information from wrongful uses and save disclosures. (i) Seller understands that UTMB may terminate this Purchase Order immediately if UTMB determines Seller violated a material term of this Purchase Order and Seller’s actions are not successful in remedying the University, its elected breach. If termination is not feasible UTMB may report the problem to the Secretary of Health and appointed officials, agent, Human Services. (j) Seller may use and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor disclose de-identified Protected Information if UTMB approves of the Contractor’s employees or third parties on account use of bodily de-identified Protected Information and personal injuriesthe Protected Information is de-identified in compliance with the HIPAA Rules. (k) Seller shall ensure that all uses and disclosures of Protected Information are subject to the principle of “minimum necessary use and disclosure,” i.e., death, damage that only Protected Information that is the minimum necessary to property arising out of services performed or omissions of services or in any way resulting from accomplish the acts or omissions intended purpose of the Contractor and/or its agentsuse, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government Codeor disclosure is used or disclosed.) United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AA

Access by Individuals with Disabilities. Contractor Supplier represents and warrants (the “EIR Accessibility Warranty”) that the any electronic and information resources and all associated information, documentation, and support that it provides provided to University UTMB by Supplier under the Agreement (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Texas Government Code Chapter 2054, Subchapter M of the Texas Government Code.) M). To the extent Contractor Supplier becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor Supplier represents and warrants that it will, at no cost to UniversityUTMB, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty Warranty, or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or Supplier is unable to do so, then University UTMB may terminate the Contract Agreement without further liability and Contractor Supplier will refund to the University UTMB all amounts the University UTMB has paid to Contractor under the Agreement within thirty (30) days after of the termination date. All submissions must include all Voluntary Product Accessibility Templates 44. ACKNOWLEDGMENT OF HIPAA OBLIGATION AND OTHER REGULATIONS IMPLEMENTING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (VPAT42 U.S.C. §1320(D) (“HIPAA”): To the extent Supplier comes into contact with information considered Individually Identifiable Health Information (IIHI) under HIPAA or Protected Health Information (PHI), as regulated by the Department of Health and Human Services (DHHS) through the adoption of standards, 45 CFR Parts 160 and 164 (Privacy Rule) and 45 CFR Parts 160, 162 and 164 (Security Rule), collectively referred to herein as “the HIPAA Rules,” as amended by the Health Information Technology Industry Council for Economic and Clinical Health Act of 2009 (ITIC"HITECH Act"), Supplier agrees to keep private and to secure any information considered IIHI or PHI (collectively, “Protected Information”) in accordance with federal law. (a) Supplier agrees to only use and disclose Protected Information as required to perform the services outlined in the Agreement. Supplier may use and disclose Protected Information for the proper management and administration of the Supplier’s operations and for data aggregation services to the extent permitted by the HIPAA Rules. (b) Supplier will not use or further disclose Protected Information other than as permitted or required under the Agreement or as required by law. (c) Supplier will use appropriate safeguards to prevent the use or disclosure of Protected Information for any reason other than as provided by the Agreement. Supplier shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic Protected Information that it creates, receives, maintains or transmits on behalf of UTMB. (d) Supplier agrees to promptly notify UTMB of any use or disclosure of Protected Information not provided for in the Agreement of which it becomes aware. Supplier shall report to UTMB any instances, including security incidents, of which it is aware in which Protected Information is used or disclosed for a purpose that is not otherwise provided for in the Agreement or for a purpose not expressly permitted by the HIPAA Rules. (e) Supplier shall require any agents or subcontractors who receive Protected Information to be bound by the same restrictions and conditions outlined in the Agreement. Additionally, Supplier shall ensure that any agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity and availability of electronic Protected Information that Supplier creates, receives, maintains, or transmits on behalf of UTMB. (f) To the extent it is determined Supplier maintains a Designated Record Set, Supplier agrees to follow 45 CFR §§ 164.524 (Access of Individuals to PHI), 164.526 (Amendment of PHI) and General 164.528 (Accounting of Disclosures of PHI) of the HIPAA Privacy Rules. (g) Supplier agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from UTMB available to the Secretary of Health and Human Services Administration or the Secretary’s designee for purposes of determining UTMB’s compliance with the HIPAA Privacy Regulations. (GSA)h) After completion and/or termination of the Agreement, Supplier agrees to return or destroy all Protected Information, if feasible, and, if not feasible, Supplier agrees to continue to protect the Protected Information from wrongful uses and disclosures. (i) Supplier understands that UTMB may terminate the Agreement immediately if UTMB determines Supplier violated a material term of the Agreement and Supplier’s actions are not successful in remedying the breach. If termination is not feasible UTMB may report the problem to the Secretary of DHHS. (j) Supplier may use and disclose de-identified Protected Information if UTMB approves of the use of de-identified Protected Information and the Protected Information is de-identified in compliance with the HIPAA Rules. (k) Supplier shall ensure that all uses and disclosures of Protected Information are subject to the principle of “minimum necessary use and disclosure” (i.e., that describes compliance with Section 508. The Contractor agrees only Protected Information that is the minimum necessary to protect, defend, and save accomplish the University, its elected and appointed officials, agent, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor intended purpose of the Contractor’s employees use or third disclosure is used or disclosed). (l) Notwithstanding the foregoing, if the parties on account have entered into a Business Associate Agreement, the terms of bodily this Section 47 shall be superseded and personal injuries, death, damage to property arising out of services performed or omissions of services or in any way resulting from replaced by the acts or omissions terms of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University under this Agreement with regard to Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Chapter 2054, Subchapter M of the Texas Government CodeBusiness Associate Agreement.) United States Rehabilitation Act of 1973 and its amendments, Section 508; and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AA

Access by Individuals with Disabilities. Contractor represents and warrants (the “EIR Accessibility Warranty”) that the any electronic and information resources and all associated information, documentation, and support that it provides provided to University UTMB by Contractor under the Agreement (collectively, the “EIRs”) comply with the applicable requirements set forth in Title 1, Chapter 213 of the Texas Administrative Code and Title 1, Chapter 206, Rule §206.70 of the Texas Administrative Code (as authorized by Texas Government Code Chapter 2054, Subchapter M of the Texas Government Code.) M). To the extent Contractor becomes aware that the EIRs, or any portion thereof, do not comply with the EIR Accessibility Warranty, then Contractor represents and warrants that it will, at no cost to UniversityUTMB, either (1) perform all necessary remediation to make the EIRs satisfy the EIR Accessibility Warranty Warranty, or (2) replace the EIRs with new EIRs that satisfy the EIR Accessibility Warranty. In the event that Contractor fails or is unable to do so, then University UTMB may terminate the Contract Agreement without further liability and Contractor will refund to the University UTMB all amounts the University UTMB has paid to Contractor under the Agreement within thirty (30) days after of the termination date. All submissions must include all Voluntary Product Accessibility Templates 44. ACKNOWLEDGMENT OF HIPAA OBLIGATION AND OTHER REGULATIONS IMPLEMENTING THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (VPAT42 U.S.C. §1320(D) (“HIPAA”): To the extent Contractor comes into contact with information considered Individually Identifiable Health Information (IIHI) under HIPAA or Protected Health Information (PHI), as regulated by the Department of Health and Human Services (DHHS) through the adoption of standards, 45 CFR Parts 160 and 164 (Privacy Rule) and 45 CFR Parts 160, 162 and 164 (Security Rule), collectively referred to herein as “the HIPAA Rules,” as amended by the Health Information Technology Industry Council for Economic and Clinical Health Act of 2009 (ITIC) and General Services Administration (GSA"HITECH Act"), that describes compliance with Section 508. The Contractor agrees to protectkeep private and to secure any information considered IIHI or PHI (collectively, defend, “Protected Information”) in accordance with federal law. (a) Contractor agrees to only use and save disclose Protected Information as required to perform the University, its elected services outlined in the Agreement. Contractor may use and appointed officials, agent, disclose Protected Information for the proper management and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor administration of the Contractor’s employees operations and for data aggregation services to the extent permitted by the HIPAA Rules. (b) Contractor will not use or third parties on account further disclose Protected Information other than as permitted or required under the Agreement or as required by law. (c) Contractor will use appropriate safeguards to prevent the use or disclosure of bodily Protected Information for any reason other than as provided by the Agreement. Contractor shall implement administrative, physical, and personal injuriestechnical safeguards that reasonably and appropriately protect the confidentiality, deathintegrity, damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions and availability of the electronic Protected Information that it creates, receives, maintains or transmits on behalf of UTMB. (d) Contractor and/or its agentsagrees to promptly notify UTMB of any use or disclosure of Protected Information not provided for in the Agreement of which it becomes aware. Contractor shall report to UTMB any instances, employeesincluding security incidents, representativesof which it is aware in which Protected Information is used or disclosed for a purpose that is not otherwise provided for in the Agreement or for a purpose not expressly permitted by the HIPAA Rules. (e) Contractor shall require any agents or subcontractors who receive Protected Information to be bound by the same restrictions and conditions outlined in the Agreement. Additionally, assignsContractor shall ensure that any agent, subcontractorsincluding a subcontractor, except agrees to implement reasonable and appropriate safeguards to protect the sole negligence confidentiality, integrity and availability of electronic Protected Information that Contractor creates, receives, maintains, or transmits on behalf of UTMB. (f) To the extent it is determined Contractor maintains a Designated Record Set, Contractor agrees to follow 45 CFR §§ 164.524 (Access of Individuals to PHI), 164.526 (Amendment of PHI) and 164.528 (Accounting of Disclosures of PHI) of the University under this Agreement HIPAA Privacy Rules. (g) Contractor agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from UTMB available to the Secretary of Health and Human Services or the Secretary’s designee for purposes of determining UTMB’s compliance with regard to Title 1, Chapter 213 the HIPAA Privacy Regulations. (h) After completion and/or termination of the Texas Administrative Code Agreement, Contractor agrees to return or destroy all Protected Information, if feasible, and, if not feasible, Contractor agrees to continue to protect the Protected Information from wrongful uses and Title 1, Chapter 206, Rule §206.70 disclosures. (i) Contractor understands that UTMB may terminate the Agreement immediately if UTMB determines Contractor violated a material term of the Texas Administrative Code Agreement and Contractor’s actions are not successful in remedying the breach. If termination is not feasible UTMB may report the problem to the Secretary of DHHS. (as authorized by Chapter 2054, Subchapter M j) Contractor may use and disclose de-identified Protected Information if UTMB approves of the Texas Government Codeuse of de-identified Protected Information and the Protected Information is de-identified in compliance with the HIPAA Rules. (k) United States Rehabilitation Act Contractor shall ensure that all uses and disclosures of 1973 Protected Information are subject to the principle of “minimum necessary use and its amendmentsdisclosure” (i.e., that only Protected Information that is the minimum necessary to accomplish the intended purpose of the use or disclosure is used or disclosed). (l) Notwithstanding the foregoing, if the parties have entered into a Business Associate Agreement, the terms of this Section 508; 47 shall be superseded and World Wide Web Consortium (W3C), Web Accessibility Initiative (WAI), Web Content Accessibility Guidelines (WCAG) 1.0 and 2.0AAreplaced by the terms of the Business Associate Agreement.