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HomeMy WebLinkAboutMinnesota Life Access Agreement Group Policy Information Access Agreement This Group Policy Information Access Agreement (the "Agreement ") is made as of the first day of June 2013, by and between MINNESOTA LIFE INSURANCE COMPANY ( "Minnesota Life "), a Minnesota corporation, and CITY OF OAK PARK HEIGHTS ( "Client "). WHEREAS, Minnesota Life has issued to Client one or d. Client agrees to store the Confidential Information in more insurance policies (collectively the "Policy "), as a secure manner and to use the same degree of care specified on Exhibit A; and that it uses to protect its own confidential and proprietary information in order to prevent WHEREAS, Client wishes to receive certain unauthorized use, disclosure, or availability of information related to the administration of the Policy Confidential Information. for distribution to certain of its employees and other individuals (the "Authorized Persons," as further e. Minnesota Life reserves the right to audit Client for defined below); and, compliance with the security and confidentiality provisions of this Agreement. Any such audit shall WHEREAS, Minnesota Life has agreed to provide such be at Minnesota Life's expense, upon reasonable information, subject to the provisions of this Agreement. written notice, and during normal business hours. NOW THEREFORE, for good and valuable f. Confidential Information subject to this section shall consideration the parties agree as follows: not include information which is or becomes (1) I. Definitions publicly known through no fault of Client; (2) known a. Client - Client shall include any and all parents, to Client through independent discovery or from third parties not under an obligation of confidence; subsidiaries, affiliates, or subunits of Client. (3) required to be disclosed by Client by applicable b. Authorized Persons - Collectively each director, law, by any court, governmental agency or officer, employee, agent, or third party that has a regulatory authority, or by subpoena or discovery need to know the Confidential Information as request in pending litigation; or (4) independently defined herein. An Authorized Person shall cease developed by Client without use of Confidential being an Authorized Person if he or she leaves the Information. employ of Client or otherwise severs his or her relationship with Client. III. Client's Duties and Responsibilities Regarding Authorized Persons c. Confidential Information - Shall include all information described in Article 11 of this a. Prior to an Authorized Person gaining access to the Agreement. Site, Client shall provide to Minnesota Life, in a format and a manner mutually agreed upon, certain d. Site - An internet site with access restricted to information by which Minnesota Life may identify Authorized Persons through which the Confidential the Authorized Person. Information may be provided. b. Client agrees to take all reasonable steps to ensure II. Confidentiality - Authorized Use of Confidential that Authorized Persons sign a "user agreement" Information electronically when such Authorized Person first a. Minnesota Life may from time to time disclose to accesses the Site. Client information proprietary and secret to c. Client agrees to inform Minnesota Life if an Minnesota Life and information which is personal Authorized Person ceases to be an Authorized and confidential to persons insured under the Policy. Person for any reason including, but not limited to, Such information, collectively, is "Confidential termination of or change in employment. Information." IV. Breach b. Client agrees to safeguard and hold confidential from disclosure to any person, other than an The parties acknowledge that monetary damages may be Authorized Person, any and all Confidential inadequate for breach of this Agreement and agree that, Information provided by Minnesota Life. in addition to other legal remedies, the parties may seek injunctive relief to enforce the terms of this Agreement. c. Client shall use the Confidential Information only for a legitimate business use in connection with the administration of the Policy. 071.doc __ I V. No Warranties All Confidential Information is provided "as is" without warranty of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, non - infringement, security, or accuracy. VI. Copyright/Trademarks The trademarks, logos, and service marks ( "Marks ") displayed on the Site are the property of Minnesota Life and other parties. The use of any Marks without the written permission of Minnesota Life or such third party that may own the Marks is prohibited. The Site is protected by copyright as to content, presentation, and design. Authorized Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content, presentation, or design on the Site for commercial, for - profit, or public purposes. VII. Governing Law This Agreement shall be construed and the rights of the parties governed by the laws of the State of Minnesota. VIII. Site Ownership No title or rights to the computer code used to generate the Site, content of the Site, or domain name is transferred to Client by this or any other Agreement. IX. Term Either party may terminate this Agreement for any reason upon giving at least a 30 -day notice to the other party. Articles II and III shall survive the termination of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written below. Minnesota Life City of Oak Park Heights d ©per---- By: By: Sign Name Sign Name Maria H. O'Phelan e ¢3.a y Ca, / 'A S Print Name Print Name Second Vice President, Group Insurance I: at C ! 0 f Q, c.4 C, Title Title April 25, 2013 Date Date 071.doc - 2 - Exhibit A Insurance Policy(ies) Issued to Client Policy Number Description of Policy 34215 Group Term Life lnsurance 071.doc