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CONFIDENTIAL DRAFT CONFIDENTIAL DRAFT breaches, as soon as possible. In the event a breach includes unauthorized or impermissible use or disclosure of PHI, the parties will cooperate with each other in conducting the risk assessment and in determining whether notification will be required under HIPAA's Breach Notification Rules. If notification is required, CHS will make such final determination and will issue any notices relating to a breach of PHI. 9. Confidentiality Except as required by law or as necessary to perform its obligations hereunder, Employer agrees not to disclose the terms of this Agreement or any confidential or proprietary information relating to CHS and its operations including, but not limited to, financial data; proprietary, or trade secret information; strategic business plans, marketing plans, financial forecasts or other competitively sensitive information; and, notwithstanding any authorizations from Clinic Users, patient medical and billing records and other patient information created during the Term of this Agreement without the express written consent of CHS, which consent CHS may withhold in its sole discretion. Employer hereby acknowledges the confidential nature of the on -site clinic described herein and that Clinic Users expect such clinic and any information provided by Clinic Users at such clinic to be confidential. Employer hereby represents and warrants that it will respect the privacy of Clinic Users and Employer will not attempt to obtain any such confidential health information unless authorized in writing by such Clinic User or required by law as described in Section 8 of this Agreement. 10. Exclusivity Except for any other on -site medical services contracts to which Employer is a party as of the date of this Agreement, the parties agree that CHS shall have the exclusive right to provide to Employer the on -site medical services listed on Exhibit A attached hereto during the Term of this Agreement. 11. Employer Reports CHS will provide Employer with quarterly reports of de- identified Clinic User health information in the aggregate in order to help Employer ascertain the operational and financial efficiency of the services provided hereunder. In conjunction with such reports, CHS has entered into separate Data Analytics Agreements with Cigna and the Cabarrus County Health Plan, Employer's health plans, pursuant to which each health plan will provide respective Plan participant claims information to CHS in order for CHS to perform data analytics services hereunder. Notwithstanding anything contained in this Agreement to the contrary, CHS does not guarantee a financial impact on healthcare costs to Employer by providing the services under this Agreement. 12. Scheduling CHS shall be solely responsible for scheduling appointments herein for Clinic Users at the on -site clinic described herein. In no event shall Employer perform any scheduling for Clinic Users of the on -site clinic described herein at any time during the Term. 13. Termination. (a) After the Initial Term, either party may terminate this Agreement without cause upon thirty (30) days' written notice to the other party. (b) Either party may terminate this Agreement immediately by delivering to the other party a written notice of termination if the other party commits a material breach of any provision of this Agreement and fails to cure that material breach no later than forty -five (45) days after the non - breaching party gives written notice of the material breach to the other party; provided that if the party in breach is diligently pursuing a cure that cannot reasonably be completed within such forty -five (45) day period, then the party in breach shall be allowed such additional time as is reasonably necessary to complete such cure. 2015 -09845 On -Site Agt at Employer — Cabarms County v.5 F -3 Page 232