11 PLANES DE ACCION
11.6 Plan de Amenaza en caso de Origen Social
by the Physician of such breach.
10. Indemnification
SAMPLE PROVISIONS:
• The Service Provider agrees to be liable to and to indemnify and hold the Physician, its employees, subcontractors, agents, and suppliers harmless from any and all claims, demands, suits, actions, causes of action, or liability of any kind whatsoever for
damages, losses, costs, or expenses (including legal fees and disbursements), or other amounts that may arise, directly or indirectly, as a result of: (a) any breach of applicable law;
(b) any breach of the Agreement;
(c) any unauthorized collection, use, or disclosure, or alteration of PHI;
(d) any unauthorized exchange of PHI; (e) any unauthorized access to the System; (f) any breach of the security or privacy of PHI the
Physician has entered or has provided access to through the System; or
(g) any unauthorized alteration (including, without limitation, unauthorized access) of the PHI the Physician has contributed to the System, or caused by the Service Provider, its employees, agents or others for whom the Service Provider is legally responsible.
• INDEMNIFICATION PROCESS: The indemnifying party will defend and settle, at the indemnifying party’s own expense, all such claims and will pay all awards, damages, costs, and other amounts awarded to the claimant or agreed to in a settlement, including the indemnified party’s reasonable legal fees and expenses prior to the indemnifying party assuming control of the defence to such claims and the reasonable and necessary expenses relating to cooperation requested by the Indemnifying Party under Section [ ].
• INDEMNIFICATION CONDITIONS: The indemnified party shall notify the indemnifying party of such claim without undue delay. The indemnifying
party shall have control over the defence, final award, or settlement of such claim, provided that the indemnifying party shall not compromise or settle a claim in the name of the indemnified party without the indemnified party’s prior consent. The indemnified party shall cooperate with the indemnifying party in such defence and settlement.
11. Limitation of Liability
SAMPLE PROVISION:
In no event shall any provision of this Agreement limit or exclude the Service Provider’s liability for any unauthorized or unlawful collection, access, use, or disclosure of PHI.
12. Representations and Warranties
SAMPLE PROVISION:
• The Service Provider represents and warrants to the Physician that:
(a) it has the full power and authority to enter into and perform its obligations under this Agreement;
(b) there are no outstanding contracts,
commitments, covenants, or agreements to which the Service Provider is a party which conflict with this Agreement or which may limit, restrict, or impair the rights of the ability of the Service Provider to provide the Services and perform its obligations hereunder; (c) all of the Services to be performed by it
hereunder shall be rendered in a competent, professional, workmanlike manner by
knowledgeable, trained, and qualified personnel; (d) the Services shall at all times be provided in
conformance with the Service Levels and other performance criteria set forth in this Agreement and in any documentation and other materials provided by the Service Provider;
(e) the Service Provider’s technology does not and shall not violate any applicable law, or any provincial/territorial regulatory (College) policies;
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The Canadian Medical Protective Association (f) the Services do not and shall not violate,infringe, or misappropriate the patent, trade-mark, copyright, trade secret, or other intellectual or proprietary right of any third party; and the Service Provider owns or otherwise has the right to use the System in connection with providing the Services hereunder;
(g) it will comply with all applicable law and any provincial/territorial regulatory authority (College) policies in the performance of its obligations hereunder; and
(h) it shall remain primarily responsible for the performance of its obligations under this Agreement.
13. Dispute Resolution
SAMPLE PROVISIONS:
• DISPUTE RESOLUTION
(a) Escalation Procedure: If the Parties are unable to settle a dispute arising from this Agreement, then notice shall be provided to the Physician and the Service Provider. In the event the Parties are not able to resolve the dispute within five (5) Business Days of the receipt of such notice, then either Party may request that the matter proceed to arbitration in accordance with the laws of [province/territory of the Physician] then in effect. The decision of the arbitrator, which may include an award of costs in the matter, shall be final and binding upon the Parties.
(b) Continued Performance: Subject to the provisions of this Agreement and other than the specific subject matter of the dispute, the Parties shall continue the performance of their obligations during the resolution of any dispute or disagreement, including during any period of arbitration, unless and until this Agreement is terminated or expires in accordance with its terms.
(c) Injunctive Relief: Notwithstanding the provisions of this Section, each Party shall retain the right and nothing shall prevent either Party from seeking immediate injunctive relief if, in its business judgment, such relief is necessary to protect its interests prior to utilizing or completing the dispute resolution processes described in Section [ ], including without limitation, in respect of a claim by a Party based on a breach of the confidentiality obligations herein.
14. Governing Law/Forum
SAMPLE PROVISION:
• GOVERNING LAW/FORUM: The Parties hereby agree that their relationship and the resolution of any and all disputes arising therefrom, including any issues related to this Agreement, shall be governed by and construed in accordance with the laws of the Province or Territory of and the laws of Canada applicable therein.
• JURISDICTION: The Parties hereby acknowledge that the Services will be provided in the Province or Territory of [insert province or territory where Physician is located] and that the Courts of the Province or Territory of [insert province or territory where Physician is located] shall have exclusive and preferential jurisdiction to entertain any complaint, demand, claim, or cause of action whatsoever arising out of this Agreement. The parties hereby agree that if either of them commences any such legal proceedings they will only be commenced in the Province or Territory of [insert province or territory where Physician is located] and hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Province or Territory of [insert province or territory where Physician is located].