INPPOCONT1122 7 Revised 11/2022 KR#05809057 A. The Contractor fails to make a required payment before expiration of the Grace Period specified; or B. Delta Dental cancels pursuant to Section V.B.1 of this Contract; or C. The size of the group changes by ten percent (10%) or more, or the composition of the group materially changes from the time of initial application, and Delta Dental elects not to exercise its rating rights as set forth in Section V.B.1; or D. The Contractor permits Enrollees and/or Dependents to enroll in This Plan outside of the Open Enrollment Period and/or the Special Enrollment Periods set forth in the Certificate; or E. The Contractor has otherwise materially breached this Contract. Unless otherwise stated in the Declarations Section of this Contract, the Contractor may terminate this Contract without cause by providing Delta Dental with 30 days prior written notice. Upon termination of this Contract, the Contractor is liable to Delta Dental for any Rate that was then due and unpaid. In the event this Contract terminates mid-month, Contractor shall be liable to Delta Dental for all premiums due and owing through the end of the month in which termination occurs. Section IX. Confidentiality and Disclosure A. The Parties acknowledge that in the course of performing under this Contract each Party may be provided with or given access to information, in oral, recorded or written form, that is proprietary and confidential to the other Party (collectively referred to as the Confidential Information). Such Confidential Information includes, but is not limited to: information regarding the other Partys management, business, organizational structure, policies, procedures, business relationships, intellectual property, copyrights, patents, trademarks, software, data, databases, system designs, specifications, documentation, code, architecture, structure, algorithms, techniques, processes, protocols, product materials, notes, slides, ideas, Maximum Approved Fees, Allowed Amounts, preferred provider reports, actuarial formulas, providers personal information, and financial terms of this Contract. B. Confidential Information shall not include any information that: 1. Is already known to the Party at the time of the disclosure (as evidenced by written documentation existing at that time); 2. Is generally available to the public or becomes publicly known through no wrongful act of a Party; or 3. Is received by a Party from a third-party who had a legal right to provide it (as evidenced by written documentation existing at that time). C. The Parties each will make all reasonable, necessary and appropriate efforts to safeguard each others Confidential Information. Each Party will safeguard the others Confidential Information to the same extent that it safeguards information relating to its own business, which in no event will be less than the safeguards that a reasonably prudent business would exercise under similar circumstances. D. Each Party agrees not to use, distribute or exploit each others Confidential Information, in whole or in part, for its own benefit or that of any third party and will not disclose such Confidential Information to any other person or entity without each others prior written consent. A Party shall be responsible for any breach of this Contract by its employees, authorized subcontractors, agents or representatives. E. Notwithstanding anything to the contrary in this Section, the Parties shall be permitted to disclose Confidential Information as required by order of a court of law, administrative agency, or other governmental body; provided, however, the Party shall provide reasonable advance written notice to the other Party to the extent allowed by law in order to allow that Party the opportunity to seek a protective order or otherwise limit such disclosure, and the disclosing Party shall reasonably cooperate with the other Party to limit any such disclosure or to seek a protective order. If a Party is nonetheless required to disclose the other Partys Confidential Information, said Party shall only disclose the minimum information necessary to respond to the legal request. Notwithstanding the foregoing, Delta Dental shall not be required to provide Contractor notice prior to responding to governmental agency subpoenas regarding potential provider fraud or abuse.