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other censure or penalty, Client may, without liability herein, disclose to such court or tribunal only
<br />that portion of Rapld or Affiliate Confidential and Proprietary lnformation which the court requires
<br />to be disclosed, provided that Client uses reasonable efforts to preserve the confidentiality of Rapid
<br />or Affillate Confidential and Proprietary lnformation, including, without limltation, by cooperating
<br />with Rapid to obtain an appropriate protective order or other reliable assurance that confldential
<br />treatment shall be accorded to Rapid or Affiliate Confidential and Proprietary lnformation;
<br />3. Right to Client Data. Rapld acknowledgesthat as between the partles, Client controls the means and
<br />uses of Client Data; provided, however, that Client grants Rapid the right to use any and all Client
<br />Data: ti) to perform its obligations described in the Order Form, {il) for back-up, testing or fraud
<br />monitoring purposes, (iil) to fulfill obligations under applicable law or legal order, and (iv) to the
<br />extent permitted by applicable law, in blinded, deidentified or aggregated form for the.purpose of
<br />data analysis, compilatlon, interpretation, study, reporting, publishing, improvement of the
<br />Disbursements Software, and product and service improvement. Notwithstanding the foregoing, if
<br />Client provides Rapid with the cell phone number andlor emailaddress of the reciplent, then the
<br />information will be solely used to send the recipient notification and for security purposes. Following
<br />the termination of the Agreement, and subject to applicable state and federal record retention laws
<br />and regulatory compliance, Rapid will destroy the cell phone number and/or email address provided
<br />by Client.
<br />I. GENERALTERMS AND CONDITIONS
<br />L. Taxes and Tax-Exempt Status. lf Client is a tax-exempt entity, Cllent agrees to provide Rapid with a
<br />tax-exempt certiflcate. Otherwise, Cllent shall calculate and pay all taxes, duties, or charges of any
<br />kind (including wlthholding or value added taxes) imposed by any federal, state, or local
<br />governmental entity for the services provided under this Agreement, excluding only taxes based
<br />solely on Rapid's net income.
<br />2. Dispute Resolution. Any dispute arising out of, or relating to, this Agreementthat cannot be resolved
<br />within five (5) business days shall be refened to the individuirl reasonably designated by Client and
<br />Rapid's representative assigned to Client's account ('ilntermediary Dlspute Level"). Any dispute that
<br />cannot be resolved in ten (1O) business days at the lntermediary Dispute Level Shallthen be referred
<br />to Client's Executive Director, Commissioner or other similar ipdividual designated by Client and
<br />Rapid's applicable division President ("Executive Dispute Level"), at such tlme and location
<br />reasonably designated by the parties. Any negotiations pursuant to this Section l(2) are confidentibl
<br />and shall be treated as compromise and settlement negotiations for purposes of the applicable rules
<br />of evidence. For any dispute that the parties are unable to resolve through informal'discussions or
<br />negotiations or pursuant to the dispute resolution and escalation procedures set fofth in this
<br />Agreement, the parties shall submit.the matter to mediation prior to the commencement of any
<br />legal proceeding. The foregoing shall not apply to clalms for equitable ielief arisirig.out of'or related
<br />to Section l(L8)
<br />3. Nondiscriminatlon. Rapid will not discriminate against any person ernployed or applying for
<br />employment concemlng the performance of Rapid's responsibllities under this Agreement, This
<br />discrimination prohibition will apply to all matters of initial employmint, tenure, and terms of
<br />ernployment or otherwise with respect.to any matter directly or indirectly felating to emptoyment
<br />concerning race, cblor, religion, national orlgin, age, sex, sexual orientation, ancestry, disability that
<br />is unrelated to the individual's ability to perform the duties of a particulai job or position, heighf
<br />weight, marital status, or political affiliation. Rapid will post, where appropriate, all notices related
<br />to nondiscrimination as rnay be required by applicable law.
<br />4. E-Verify. Rapid has complied, and will comply, with the E-Verlfy procedures administered by the U.S.
<br />Citizenship and lmmigration Services Verification Division for all of Rapid's employees assigned to
<br />Client's project.
<br />RAPID Agreement page 7 of 13
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