Bringing and responding to proceedings against former employees to prevent unfair competition or the
improper use or disclosure of confidential or sensitive information.
Such access must be in good faith, within the employee's course and scope of employment and not result in
further use or disclosure.
Both Parties agree that any unauthorized
use or disclosure by the Receiving Party of the Disclosing Party's Confidential Information in a manner inconsistent with the terms of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate.
These requirements are in accord with the Privacy Rule that requires each covered entity to take reasonable steps to mitigate the harmful effects of an
unauthorized use or disclosure of PHI.