Common use of Party Obligations Clause in Contracts

Party Obligations. A. The Providing Agency agrees to: a. Allow the Requesting Party to electronically access data. b. Accept the Requesting Party’s electronic requests and respond with appropriate data. c. To the extent allowed by law, the Providing Agency shall indemnify, defend, and hold the Requesting Party and its employees or agents harmless from any and all actions, loss, liability, costs, or damages arising from actual or threatened claims resulting from this Agreement, except for claims caused by the sole negligence or misconduct of the Requesting Party as described in Section B(g) below. d. Notify the Requesting Party thirty (30) days prior to changing any data exchange status. e. Perform all obligations to provide electronic access for Requesting Party 24 hours a day, 7 days per week, other than scheduled maintenance or other uncontrollable disruptions. f. Provide an agency contact person for assistance with the implementation of this MOU. g. Comply with all applicable federal and state laws. B. The Requesting Party agrees to: a. Use fire department response records information only for the express purposes described herein. Information obtained from the Providing Agency by the Requesting Party shall not be sold or distributed to any Third Party. The parties understand that de-identified, aggregated data may be accessible to bona fide researchers when de-identified and aggregated with data from other fire departments. b. Maintain a help desk for end users. Personnel assigned to this help desk shall be fully trained on all aspects of the electronic access and shall be prepared to answer all end user questions. c. Ensure that its employees and agents comply with Section IV. Safeguarding Information procedures of this MOU. d. Not assign, sub-contract, or otherwise transfer its rights, duties, or obligations under this MOU without the express written consent and approval of the Providing Agency. e. Use the information received from the Providing Agency only for the purposes authorized by this agreement to include; i. Analysis and visualization within the FireCARES system ii. Analysis and visualization within the NFORS system iii. Local fire department self-analysis and reporting iv. Individual Firefighter use of self-reported data v. National reporting of aggregate results from analyses vi. Use in aggregate by bonafide researchers f. Protect and maintain the confidentiality and security of the information received from the Providing Agency in accordance with this MOU and applicable state and federal law. g. To the extent allowed by law, the Requesting Party shall defend, hold harmless and indemnify the Providing Agency and its employees or agents from any and all claims, actions, damages, or losses which may be brought or alleged against its employees or agents for the Requesting Party’s negligent, improper, or unauthorized use or dissemination of information provided by the Providing Agency. h. Update user access permissions upon termination or reassignment of users within 5 working days and immediately update user access permissions upon discovery of negligent, improper, or unauthorized use or dissemination of information. Conduct quarterly quality control reviews to ensure all current users are appropriately authorized.

Party Obligations. A. The Providing Agency agrees to: a. Allow the Requesting Party to electronically access data. b. Accept the Requesting Party’s electronic requests and respond with appropriate data. c. To the extent allowed by law, the Providing Agency shall indemnify, defend, and hold the Requesting Party and its employees or agents harmless from any and all actions, loss, liability, costs, or damages arising from actual or threatened claims resulting from this Agreement, except for claims caused by the sole negligence or misconduct of the Requesting Party as described in Section B(g) below. d. Notify the Requesting Party thirty (30) days prior to changing any data exchange status. e. Perform all obligations to provide electronic access for Requesting Party 24 hours a day, 7 days per week, other than scheduled maintenance or other uncontrollable disruptions. f. Provide an agency contact person for assistance with the implementation of this MOU. g. Comply with all applicable federal and state laws. B. The Requesting Party agrees to: a. Use fire department response records information only for the express purposes described herein. Information obtained from the Providing Agency by the Requesting Party shall not be sold or distributed to any Third Party. The parties understand that de-identified, aggregated data may be accessible to bona fide researchers when de-identified and researchers, aggregated with data from other fire departments. b. Maintain a help desk for end users. Personnel assigned to this help desk shall be fully trained on all aspects of the electronic access and shall be prepared to answer all end user questions. c. Ensure that its employees and agents comply with Section IV. Safeguarding Information procedures of this MOU. d. Not assign, sub-contract, or otherwise transfer its rights, duties, or obligations under this MOU without the express written consent and approval of the Providing Agency. e. Use the information received from the Providing Agency only for the purposes authorized by this agreement to include; i. Analysis and visualization within the FireCARES system ii. Analysis and visualization within the NFORS system iii. Local fire department self-analysis and reporting iv. Individual Firefighter use of self-reported data v. National reporting of aggregate results from analyses vi. Use in aggregate by bonafide researchers f. Protect and maintain the confidentiality and security of the information received from the Providing Agency in accordance with this MOU and applicable state and federal law. g. To the extent allowed by law, the Requesting Party shall defend, hold harmless and indemnify the Providing Agency and its employees or agents from any and all claims, actions, damages, or losses which may be brought or alleged against its employees or agents for the Requesting Party’s negligent, improper, or unauthorized use or dissemination of information provided by the Providing Agency. h. Update user access permissions upon termination or reassignment of users within 5 working days and immediately update user access permissions upon discovery of negligent, improper, or unauthorized use or dissemination of information. Conduct quarterly quality control reviews to ensure all current users are appropriately authorized.