Health Care Services Terms

Please review these terms carefully. By clicking to agree, submitting a health care invoice to ICBC for direct billing, or otherwise using an ICBC provided health care vendor number, you thereby agree to these terms. If you do not accept and agree to be bound by these terms, then you must not do any of the aforementioned.

1. ACCEPTANCE

1.1 Acceptance. By clicking to agree, submitting a health care invoice to ICBC for direct billing, or otherwise using an ICBC provided health care vendor number, you as the business entity providing the health care services thereby accept and agree to: (a) these Health Care Services Terms, including Schedules A and B (the “Services Terms”); (b) each of ICBC’s online Program Guides that are applicable to the specific type of health care services you provide (the “Guide”); and (c) all relevant directions and instructions posted by ICBC on its online Business Partners Page (the “Partners Page”, and collectively, the “Agreement”).

1.2 Further Clarity. You agree to contact ICBC in writing to seek further clarity if you are unsure of what webpages, directions, instructions or rules apply to you.

2. DEFINITIONS & INTERPRETATION

2.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms will have the respective meanings given to them in Schedule A.

2.2 Resolution of Conflicts. If there is any inconsistency or conflict between the terms set out in any of the documents that make up this Agreement, the provisions of the documents will take precedence and govern in the following order of priority: (a) the Services Terms; (b) the Partners Page; and (c) the Guide.

3. AMENDMENTS

3.1 Amendment to Services Terms. ICBC may unilaterally amend these Services Terms at any time, by updating it on ICBC’s website. No amendment to the Services Terms will be binding until the earlier of 21 days after ICBC: (a) updates the Services Terms on ICBC’s website; or (b) otherwise notifies you of the amendments or new terms. The “last updated” legend below indicates when these Services Terms were last amended.

3.2 Amendment of the Guide and Partners Page. ICBC may unilaterally amend the Guide or Partners Page at any time, by updating them on ICBC’s website. No amendment to the Guide or Partners Page will be binding until the earlier of 21 days after ICBC: (a) updates the Guide or Partners Page on ICBC’s website; or (b) otherwise notifies you of the amendments or new terms.

3.3 Your Review. You agree to review the Agreement regularly to confirm your obligations, responsibilities and rights. If you continue to provide Services after any amendments to the Services Terms, Guide or Partners Page become effective, it constitutes your agreement to be bound by the amendments without limitation or qualification.

4. DESIGNATED SERVICES PROVIDER

4.1 Your Designation. You will be considered a services provider under this Agreement if: (a) you accept this Agreement; (b) ICBC approves you as a designated services provider; and (c) you remain in good standing with ICBC (“Services Provider”). You will continue to be considered a Services Provider only if you continue to comply with these three requirements.

4.2 Potential Benefits. As a Services Provider, you will qualify for submitting invoices to ICBC for direct billing in relation to certain Services (but this does not guarantee payment).

4.3 No Selection Guarantee. ICBC does not make any representation that you will be selected to provide Services pursuant to this Agreement.

4.4 Your Responsibilities and Duties. You agree to provide the Services to ICBC Customers in accordance with this Agreement, and your Services will include:

(a) complying with all obligations under this Agreement;

(b) ensuring that Services are performed in a competent and professional manner and in accordance with industry standards;

(c) causing your Personnel to comply with all obligations under this Agreement (as applicable to them);

(d) accepting responsibility for all acts and omissions of your Personnel (so that any failure by them to comply with your obligations will represent a breach by you);

(e) ensuring that you maintain the necessary training, experience, qualifications, skills, designations, permits and licenses required to capably perform the Services;

(f) providing to ICBC all Deliverables required pursuant to this Agreement;

(g) complying with all laws, regulations, standards or requirements of any governing regulatory authority, governmental authority and any relevant professional associations;

(h) complying with any directives, orders and other follow-up actions (each an “ICBC Directive”) as may be provided to you by ICBC from time to time; and

(i) actively participating in helping to establish and promote an effective and efficient business relationship with ICBC that benefits our mutual customers, including by: (i) providing timely and accurate responses to inquiries and requests made by ICBC; (ii) attending meetings requested by ICBC; and (iii) assisting in developing remedial action plans related to any non-compliance.

4.5 Responsibilities and Duties of ICBC. ICBC agrees to comply with all the duties, responsibilities and obligations required of ICBC as set out in this Agreement.

5. SERVICES PROVIDER CONTACT

5.1 Primary Contact. You will appoint one of your senior Personnel to be your primary contact with ICBC for all matters relating to this Agreement (“Contact”).

5.2 Decision-making. Your Contact will have the ability to make decisions and receive and give instructions on your behalf which will be binding on you for the purposes of your performance under this Agreement.

5.3 Contact Changes. You agree not to change your Contact without first obtaining ICBC’s prior written consent, which consent ICBC will not withhold unreasonably. ICBC requires 7 days written notice of such change, including the name and title of your new Contact.

6. PAYMENTS & COSTS

6.1 Services Rates and Expenses. To the extent that ICBC makes a payment to you under this Agreement, ICBC will pay to you the rates (the “Rates”) and qualifying expenses for Services as outlined in the Guide and the Partners Page.

6.2 Deliverables and Cost Overruns. You are compensated for Deliverables by way of the Rates for the Services, and ICBC will not make any additional payment to you for Deliverables. You alone are responsible for all costs relating to the Services and Deliverables.

6.3 Entire Remuneration. To the extent that ICBC makes a payment to you under this Agreement, such payment will represent full settlement of money owing by ICBC and the ICBC Customer in relation to the Services and Deliverables for which the payment is made.

6.4 Invoices. You will submit invoices as outlined in the Guide or the Partners Page. ICBC may elect not to pay (or to delay payment of) any invoice that fails to comply with the instructions set out in the Guide or the Partners Page (with no penalty).

6.5 Set-Off. ICBC may set off any liability it owes to you against any liability for which ICBC determines you are liable to ICBC or its Representatives, irrespective of whether the liability is matured or unmatured, is liquidated or unliquidated or arises under this Agreement.

6.6 Pass Through Costs. Unless expressly authorized by ICBC, if you provide any product or Service to the ICBC Customer that is supplied by a third party, then you will not add any additional pass through or mark-up cost thereto.

6.7 Taxes. You are fully responsible and liable for the remittance and payment to the relevant authorities in a timely and proper manner of all federal, provincial, and municipal taxes, duties, charges, levies, rates and tariffs of any nature whatsoever now or hereafter imposed arising from, connected with or relating to this Agreement.

7. PERFORMANCE MANAGEMENT

7.1 Key Performance Indicators. ICBC may set key performance indicators for Services and Deliverables (“KPIs”), and you will comply with such KPIs.

7.2 Performance Management. ICBC may take action to verify whether you are complying with your obligations under this Agreement (“Performance Management”).

7.3 Inspection. You agree to allow ICBC or ICBC’s Representatives to enter your business premises and access any computer systems (during regular business hours) for the purposes of Performance Management (including inspections, investigations, assessments and audits).

7.4 Cooperation. You agree to fully cooperate and support ICBC in carrying out Performance Management (at your sole cost), including allowing any document to be reviewed that relates to an ICBC Claim, and providing copies of any requested document within the time frame set out in such request.

8. CORRECTIVE ACTIONS

8.1 Corrective Actions. You may be subject to any or all of the following consequences if ICBC determines (or believes based on reasonable grounds) that: (a) your Services or Deliverables were unsatisfactory; or (b) that you have failed to comply with this Agreement or an ICBC Directive:

(a) suspending any benefits afforded to you under this Agreement;

(b) disqualifying one or more Personnel from providing Services;

(c) placing additional conditions on the delivery of Services;

(d) recovering fees paid by ICBC or the ICBC Customer; or

(e) terminating this Agreement.

9. REPRESENTATIONS & WARRANTIES

9.1 Services Provider. You represent and warrant that:

(a) You have (and will continue to have) the power and capacity to enter into this Agreement and observe, perform and comply with the terms herein;

(b) You have no knowledge of any fact that could materially adversely affect your ability to fulfill your obligations under this Agreement; and

(c) by observing and performing the terms and conditions of this Agreement, you will not be in breach or default of any laws applicable to you.

9.2 ICBC. ICBC represents and warrants that:

(a) ICBC has (and will continue to have) the power and capacity to enter into this Agreement and to observe, perform and comply with the terms herein; and

(b) ICBC is a legal entity organized and validly existing under the laws of BC.

10. CONFIDENTIAL & PERSONAL INFORMATION

10.1 Ownership. You agree that you will acquire no interest in any of the Confidential Information and that all Confidential Information remains the exclusive property of ICBC.

10.2 Confidentiality. You will hold the Confidential Information in confidence and will not use or disclose that information: (a) to any of your Representatives, except to the extent necessary to perform your obligations hereunder; (b) to any third party, except with the prior written consent of ICBC; or (c) as otherwise permitted in this Section 10. You will cause your Representatives to maintain the confidentiality of the Confidential Information.

10.3 Storage, Copying and Inspection. You will store the Confidential Information in a secure environment and take all necessary precautions and security measures to prevent unauthorized access or disclosure thereof. You will not copy, reproduce or store Confidential Information except to the extent necessary to perform your obligations hereunder. You will cooperate with all Performance Management inspections related to Confidential Information.

10.4 Return and Destruction. At ICBC’s request at any time before or after the end of this Agreement, you will cause all Confidential Information (that you hold or provided to others) to be destroyed in a manner that will permanently prevent the retrieval or reconstruction of any part thereof. If requested by ICBC, you will in the manner specified by ICBC provide ICBC with a copy of all such Confidential Information before its destruction (at your sole cost).

10.5 Retention and Disclosure Required by Law. Notwithstanding Section 10.4, you will not be in breach of this Agreement if you: (a) retain Confidential Information as required by law; or (b) disclose Confidential Information as required by law (provided that before making such disclosure you give ICBC as much notice as is possible, and cooperate with any activities undertaken by ICBC to protect the confidentiality of the Confidential Information).

10.6 Protection of Personal Information. Without limiting the generality of any other provisions of this Agreement, you will strictly comply with the Protection of Personal Information provisions set out as Schedule B.

11. INTELLECTUAL PROPERTY

11.1 Deliverable License. You hereby grant to ICBC an irrevocable, perpetual, nonexclusive, sublicensable, transferable, royalty free, worldwide, fully paid-up license to Use on an enterprise-wide basis and without restriction or limitation any Deliverables, including any of your Pre-Existing Intellectual Property embedded or included in any Deliverable or otherwise required in order to Use any Deliverable, for any ICBC business purpose.

11.2 ICBC IP License. As a Services Provider, ICBC may grant to you a revocable, limited, non-sublicensable, non-transferable, non-exclusive and restricted license (the “License”) to use the ICBC Intellectual Property (in the form presented), solely in connection with (and to the extent necessary for) performance of your obligations under this Agreement.

11.3 Ownership and Inspection. You agree that: (a) the ICBC Intellectual Property is exclusively owned by ICBC, and you do not acquire any rights, title or interest in or to it except as expressly set out in this Agreement; (b) all benefit and goodwill associated with the use of the Intellectual Property by you, (including use of any mark that forms a part of the Program Materials) will enure entirely to ICBC (or will be waived by you); and (c) you will cooperate with all Performance Management inspections related to ICBC Intellectual Property.

11.4 Use Requirements. You will use the ICBC Intellectual Property strictly in accordance with the requirements set by ICBC (including in the Guide). You agree to safeguard and maintain the reputation and prestige of the ICBC Intellectual Property and will avoid tarnishing the image of or adversely impacting the value, goodwill or reputation associated therewith.

11.5 Termination of License. Notwithstanding anything to the contrary herein, ICBC may terminate the ICBC Intellectual Property license granted under this Agreement at ICBC's sole discretion upon providing at least 7 days written notice to you. Upon the termination of such license (or this Agreement), you will cease all use of the ICBC Intellectual Property.

11.6 Removal of ICBC IP. You will immediately withdraw from circulation and cease distribution of any message, publication or other marketing material involving the use of ICBC's Intellectual Property (including its name) which could in the view of ICBC cause damage to its reputation, create confusion, or mislead the public in any way.

12. ICBC SYSTEMS & ICBC DATA

12.1 Access and Use. You agree that your access and use of ICBC Systems and ICBC Data is subject to ICBC’s other online agreements setting out the legal terms for such use (including matters related to rights, authentication, unacceptable use, privacy and disclaimers).

12.2 Responsibility. You are fully responsible and liable for all access to and use of the ICBC Systems and ICBC Data. You agree to contact ICBC in writing if you required further clarity.

12.3 Ownership. The ICBC Systems and ICBC Data are exclusively owned by ICBC and its licensors. Your use of the aforementioned does not transfer any ownership or other rights in the ICBC Systems or ICBC Data to you or any other person.

13. INDEMNIFICATION

13.1 Indemnity. You will defend, indemnify and hold harmless ICBC and its Representatives from and against any Claims and Damages directly or indirectly caused by or resulting from: (a) the negligence, willful act or breach of or default under this Agreement by you, any of your Representatives or any person that you are responsible for under law; and/or (b) any defect or deficiency in, or non-compliance with the Guide or Partners Page associated with, any work or Services performed for any ICBC Customer by you (unless the non-compliance was approved in writing by ICBC). Despite anything contrary in this Agreement, ICBC retains the right to participate in the defense or any settlement negotiations involving any Third Party Claim (at its own cost) and with its own counsel.

14. TERMINATION, SUSPENSION & SURVIVAL

14.1 Termination for convenience. ICBC may at any time without liability, and for any reason, terminate this Agreement by providing you with at least 30 days written notice of such termination. For greater clarity, ICBC can concurrently terminate for cause in the first instance, and for convenience in the alternative.

14.2 Termination for cause. ICBC may at any time, with or without notice and without liability, (temporarily or permanently) terminate this Agreement for cause. The following represents a non-exhaustive list of activities that could result in termination of your Agreement for cause: (a) breach of contract; (b) false statements (including false statements related to your application for designation as a Services Provider); (c) misrepresentations (whether intentional, negligent or fraudulent); (d) Substandard Services; (e) unapproved Personnel providing Services; (f) Personnel providing Services that have restrictions or conditions placed on their practice credentials; (g) negligence; (h) surcharging an ICBC customer or ICBC (by levying separate or additional charges of any type in addition to those authorized by this Agreement); (i) submitting invoices, submitting reports, processing payments, or processing claims for another person or entity (even if they are a Services Provider); (j) repetitive issues; (k) willful misconduct, unlawful acts or fraud by you or your Representatives; or (l) insolvency.

14.3 Suspension for convenience. ICBC may at any time without liability, (temporarily or permanently) suspend your benefits under this Agreement (and/or revoke your designation as Services Provider) for any reason by providing you with at least 7 days written notice of such suspension. Such suspension or revocation will not result in a waiver by ICBC of any of its rights under this Agreement. For greater clarity, ICBC can concurrently suspend for cause in the first instance, and for convenience in the alternative.

14.4 Suspension for cause. ICBC may at any time, with or without notice and without liability, (temporarily or permanently) suspend your benefits under this Agreement (and/or revoke your designation as Services Provider) for cause. Such suspension or revocation will not result in a waiver by ICBC of any of its rights under this Agreement.

14.5 Post Termination, Suspension or Revocation. After the Agreement is terminated, and for the period that the Agreement is suspended or your designation as Services Provider is revoked):

(a) you will no longer provide Services under this Agreement (except for the Services that were already commenced before the termination, suspension or revocation and that you have been expressly directed to complete by ICBC);

(b) ICBC will be responsible for paying you only for such Services performed up to and including the termination, suspension or revocation (and for the Services that were already commenced before the termination, suspension or revocation that you have been expressly directed to complete by ICBC);

(c) you will deliver to ICBC all completed Deliverables, and all work in progress related to Deliverables for which ICBC has paid under this Agreement; and

(d) you will deliver to ICBC all material that is requested by ICBC related to this Agreement (including Confidential Information and ICBC Intellectual Property).

14.6 Survival. Regardless of any other provisions of this Agreement, the following provisions of this Agreement and all other provisions of this Agreement necessary for the interpretation or enforcement of the following provisions, will survive indefinitely after the termination or expiration of this Agreement, or during any suspension of this Agreement, and will remain in effect and be binding on both you and ICBC: Sections 7, 8, 10, 11, 12, 13, 14, 15, 18, and Schedule B.

15. DISPUTE RESOLUTION

15.1 Arbitration. All Disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated therewith or derived therefrom, will be referred to and finally resolved by a single arbitrator administered by the Vancouver International Arbitration Center (“VANIAC”) pursuant to its applicable Rules. The place of arbitration will be Vancouver, BC, Canada.

15.2 Limitation of Actions. Despite any other term of this Agreement (except Section 15.3), any Claim, Dispute or cause of action that any party may have arising from or connected with this Agreement must be commenced in accordance with Section 15.1 above within 30 days after the party knew or should reasonably have known of the facts or occurrences giving rise to it, after which time it is forever barred. More specifically, any Claim, Dispute or cause of action that you may have arising from or connected with the termination of this Agreement must be commenced by you in accordance with Section 15.1 above within 30 days after the date on which you receive a written notice of termination from ICBC, after which time it is forever barred.

15.3 Equitable Relief. You agree that a breach of any of the provisions of this Agreement regarding Confidential Information, Personal Information or ICBC Intellectual Property will result in irreparable harm to ICBC that cannot reasonably or adequately be compensated in damages by a monetary award. You agree that despite Section 15.1 and Section 15.2, if ICBC alleges that you have breached any such provision, in addition to all the remedies available to ICBC at law or in equity, ICBC is entitled to relief by way of a restraining order, injunction (including an interim injunction), decree or otherwise, as may be appropriate to ensure compliance with this Agreement, and for such purposes the parties hereby irrevocably agree to submit and attorn to the exclusive jurisdiction of the courts of BC.

16. ACKNOWLEDGEMENTS BY SERVICES PROVIDER

16.1 Legal Advice. You acknowledge that: (a) you have read and understood this Agreement; (b) ICBC recommended that you seek independent legal advice before signing; and (c) you have had sufficient opportunity to do so.

16.2 Business Risks. You acknowledge that you have conducted an independent review of the Agreement and recognize that the business venture contemplated and set out in this Agreement involves business risks and that your success in such business venture will be largely dependent on your abilities as an independent business person. You agree that ICBC has not made any representation, warranty or guarantee (either express or implied) as to the potential volume, profits or success of the business venture contemplated by this Agreement.

16.3 Terms Necessary. You acknowledges that all terms in this Agreement are necessary to protect the legitimate business interests of ICBC and, having regard to the interests of ICBC and your own interests, the terms in this Agreement are reasonable, and all defenses to the strict enforcement of such terms by ICBC are waived by you.

17. RELATIONSHIP OF PARTIES

17.1 Relationship. You are an independent contractor. Nothing herein will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, franchise, employment, or fiduciary relationship between the parties. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. Unless expressly authorized by ICBC in writing, you will not provide a warranty, undertaking or guarantee on behalf of ICBC.

17.2 Not an Operator. The parties agree that ICBC is not an owner or operator, nor does ICBC have possession, control, responsibility or use of or for your property, including any substances on your property; further ICBC does not control the disposal, handling, treatment or transportation of any substances on your property.

18. GENERAL TERMS

18.1 Time of Essence. Time is of the essence for this Agreement.

18.2 Entire Agreement. This Agreement sets forth the entire understanding between the parties regarding the subject matter of this Agreement and supersedes all previous and contemporaneous communications, representations, negotiations, discussions, agreements or understandings (whether oral or written) with respect to the subject matter hereof.

18.3 Governing Law. This Agreement is governed by the laws of BC Columbia, and the federal laws of Canada applicable in BC, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction.

18.4 Jurisdiction. Except as otherwise set out in this Agreement (and without limiting any other part of this Agreement), you and ICBC each attorn to the exclusive jurisdiction of the courts of BC in respect of any Dispute, controversy, Claim or other legal matter related to this Agreement.

18.5 No Waiver. Failure by ICBC to insist on strict performance of any of the terms or conditions of the Agreement will not operate as a waiver by ICBC of that or any subsequent, breach, default or failure of performance.

18.6 Notices. Each notice under the Agreement must be in writing, and must be delivered to the other party. Each party’s delivery addresses for notices are as follows, unless expressly altered in accordance with this Section 18.6:

18.7 Notice Delivery Time. Each notice will be deemed to have occurred on the date of: (a) receipt (for physical delivery); or (b) successful transmission (for electronic delivery).

18.8 Assignment. You may not assign any interest in this Agreement without the prior written consent of ICBC. A sale or disposition of all or substantially all of your assets or any change of majority voting control is considered to be an assignment of this Agreement by you.

18.9 Cumulative Remedies. All rights and remedies of ICBC granted or recognized in the Agreement are cumulative, are in addition to and not in substitution for any rights or remedies at law, and may be exercised at any time (independently or in any combination).

18.10 Severability. If any provision of the Agreement is unlawful, void or unenforceable, then that provision will be deemed severed from the remaining provisions and will not affect the validity and enforceability of the remaining provisions.

18.11 Enurement. This Agreement will be binding upon and enure to the benefit of the parties and their respective heirs, executors, administrators, representatives, successors and permitted assigns.

SCHEDULE A - DEFINITIONS

The following interpretations will be applied unless the context clearly otherwise dictates:

(a) references to money relate to the lawful currency of Canada; (b) “person” includes individuals, corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, societies, and all other juridical entities recognized by law; (c) “you” means the business entity providing the health care Services that is entering into this Agreement; (d) “law” includes the then most current statutes, regulations, by-laws, ordinances, judicial precedents, orders in council, and prescriptions of governmental or regulatory authorities (each, as applicable to this Agreement); (e) “including” means including without limitation; (f) in relation to ICBC “trademarks” means ICBC’s name, domain names, marks (including those found here) and distinctive brand features; and (g) “day”, “week”, “month”, “quarter” or “year”, means a calendar day, week, month, quarter or year (respectively).

The following meanings will be given to capitalized terms unless expressly otherwise defined:

“Claim” means all claims, counterclaims, complaints, demands, proceedings, actions, causes of action and suits, and investigations of any nature and however arising, whether known or unknown, whether in law or in equity or under contract or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal.

“Confidential Information” means any information about ICBC (including ICBC’s business, assets, liabilities, plans, processes, products, services, ICBC Customers, suppliers or intellectual property) that is disclosed by ICBC or ICBC’s Representatives to you or your Representatives, but excludes information that: (a) is or becomes publicly available through no fault of yours; (b) is disclosed to you by an independent third party who has no obligations of confidentiality; (c) is already known to you free of any obligations of confidentiality; or (d) is independently developed by you without reference to Confidential Information.

“Damages” means any damages, liabilities, obligations, losses, deficiencies, penalties, interest, assessments, fines, charges, costs and expenses, including legal fees and disbursements, consultant fees and court costs.

“Deliverables” means items, materials and work product made, prepared or created by you or on your behalf in the performance of Services or otherwise provided or procured by you or on your behalf to or for the benefit of ICBC pursuant to this Agreement. For greater certainty, “Deliverables” will include your Pre-Existing Intellectual Property, where such Pre-Existing Intellectual Property is embedded or included in a Deliverable by you or on your behalf.

“Dispute” means any dispute relating to, arising from, about or in connection with this Agreement, any legal relationship associated with or derived from this Agreement, the subject matter of this Agreement, the performance of this Agreement, the termination of this Agreement or any other matter about the validity, scope, meaning or interpretation of this Agreement or any terms of this Agreement.

“ICBC Claim” means any claim made by an ICBC Customer in connection with or in relation to an ICBC insurance policy.

“ICBC Customer” means an ICBC insured or claimant.

“ICBC Data” means all the information and data on or accessible through the ICBC Systems.

“ICBC Systems” means the computer systems and networks of ICBC and/or its affiliates, including all hardware, software and other components thereof.

“ICBC Intellectual Property” means any Intellectual Property owned by ICBC and includes the Guide, Partners Page, Program Materials, ICBC Data and ICBC Systems, and all derivations thereof or additions, modifications and supplements thereto.

“Intellectual Property” means anything that is or may be protected by any Intellectual Property Right such as, but not limited to, research, developments, designs, improvements, innovations, software, hardware, computer code, layouts, interfaces, applications, tools, databases, methods, concepts, processes, copyrighted works, trademarks and other technologies, works and creations now existing or developed in the future, whether or not registered or registrable, patentable or non-patentable, or confidential or non-confidential.

“Intellectual Property Rights” means all intellectual property rights, whether or not registered or registrable, including patents, patentable and non-patentable ideas, inventions, innovations, arts, processes, manufactures, developments, and improvements, trademarks, design rights, copyrights, moral rights, database rights, confidential or proprietary information or trade secrets and all rights of an equivalent nature anywhere in the world.

“Personnel” means, with respect to a party to this Agreement, employees and contractors.

“Pre-Existing Intellectual Property” means Intellectual Property that a party either owns or has rights to Use prior to entering into this Agreement or it has developed or procured independently of this Agreement, the Deliverables and the Services, and all enhancements modifications or derivatives thereto or improvements thereof that are not Deliverables.

“Program Materials” means all materials produced by ICBC from time to time that are provided to you in connection with a program, including forms, logos, signs, decals, certificates, brochures and any other materials.

“Representatives” means, with respect to a party to this Agreement, all Personnel, directors, officers, shareholders, agents, affiliates, service providers, subcontractors, successors, permitted assigns, related persons (and each of them, jointly and severally).

“Services” means the provision of services and delivery of Deliverables as set out in the Guide and Partners Page, in accordance with the Agreement, in support of ICBC Customers by addressing their individual needs.

“Substandard Services” means Services performed by you for an ICBC Customer that are deemed by ICBC, in consultation with the ICBC Customer where appropriate, and by reference to the Agreement to: (a) be incomplete, inadequate or failing to meet the requirements under the Agreement; (b) be below a reasonable standard of care for such Services; or (c) contravene or fail to meet the scope of practice and/or standards and guidelines established by the governing regulatory college or any relevant professional association.

“Third Party Claim” means any Claim asserted against an indemnified party by any person who is not a party to this Agreement or an affiliate of a party to this Agreement.

"Use" means all forms of use, including to adapt, copy, combine with or incorporate into other works, develop, host, improve, maintain, modify and support, by means of any and all forms, media and technologies now known or hereafter developed whatsoever.

SCHEDULE B - PROTECTION OF PERSONAL INFORMATION

1. Defined terms. In this Schedule, “personal information”, “public body”, “service provider”, “employee”, and “associate” have the meanings set out in the British Columbia Freedom of Information and Protection of Privacy Act, as amended from time to time (“FIPPA”).

2. Employees and Subcontractors. In this Schedule, any reference to you includes your Representatives. You will ensure that all your Representatives comply with your obligations in this Schedule.

3. Addition to other Confidentiality Obligations. This Schedule is in addition to any other confidentiality obligations elsewhere in this Agreement, and such other confidentiality obligations extend to and include ICBC Personal Information (as defined below) except as specifically modified by this Schedule.

4. Application of FIPPA to You. You and ICBC each agree that this Schedule only applies to personal information collected or used by, or disclosed to or by, you in the course of your provision of Services to ICBC Customers arising from, connected with, or related to, an ICBC Claim, and personal information in the custody or control of ICBC (“ICBC Personal Information”) that you may access, use or disclose pursuant to this Agreement. You acknowledge that ICBC is a public body and subject to the provisions of FIPPA. Notwithstanding that you are not a service provider to ICBC, you agree to comply with provisions of FIPPA (including Part 3 of FIPPA) with respect to ICBC Personal Information that you may collect, use or disclose pursuant to this Agreement. You will comply with all applicable provisions of FIPPA including provisions regarding the access, collection, use, processing, disclosure, storage, and protection of ICBC Personal Information. For greater certainty, this Schedule does not apply to personal information collected by you for your own business purposes directly from your customers; however, if such personal information is collected by you, you are required to collect, use and disclose such personal information in accordance with applicable laws.

5. Permitted Use of ICBC Personal Information. Unless otherwise approved by ICBC in writing, you will access, collect, use or disclose ICBC Personal Information only for performing your obligations, or exercising your rights, under this Agreement. You agree that ICBC maintains authority over your collection, use and disclosure of ICBC Personal Information at all times.

6. Authorized Personnel Only. You will ensure that no person accesses, collects, uses, or discloses ICBC Personal Information except for your Representatives who are required do so for the purpose of you performing your obligations under this Agreement (“Authorized Personnel”).

7. Privacy Compliance Representative. You will appoint a knowledgeable senior person within your organization to be responsible for, and have authority to ensure, privacy compliance generally and compliance with this Schedule specifically.

8. Protection of ICBC Personal Information. You will have reasonable and appropriate security measures to protect the ICBC Personal Information against unauthorized access, collection, use or disposal, including: (a) restricted access to records containing paper copies of ICBC Personal Information; (b) restricted access to ICBC Personal Information stored on computer systems and electronic storage devices and media, by using unique user IDs and passwords that are linked to identifiable Authorized Personnel; (c) systems containing ICBC Personal Information will be capable of providing an audit trail and user access logs, which logs will be retained by you during the term of this Agreement and for at least one year following its termination; (d) up-to-date anti-virus software installed on all computer systems; (e) up-to-date security patching on all computer systems; (f) up-to-date and supported operating systems and browsers; (g) encryption of ICBC Personal Information at rest; (h) ICBC Personal Information must be maintained solely at your premises unless approved by ICBC in advance; and (i) ICBC Personal Information, and unique IDs and passwords that are used to access ICBC Personal Information, will not be transmitted over the Internet or any other wide area or local network (whether by email or otherwise) unless: (i) you use industry best practices and privacy enhancing technologies for data security, including securing the transmission in a manner that renders the information unreadable except by the intended recipient, and (ii) in the case of ICBC Personal Information, the transmission is approved by ICBC in advance or contemplated under the Agreement.

9. Inspection by ICBC. For the duration of this Agreement and for 24 months thereafter: (a) ICBC may conduct a review (by way of questionnaire or otherwise) of your information management policies and practices relevant to your compliance with this Agreement, including a review of your user access and transaction logs, reports or other documents that track which and how Authorized Personnel are accessing, using, or disclosing the Personal Information, and including documents that contain ICBC Personal Information (“Review”). You will, without charge, cooperate in all such Reviews and promptly forward to ICBC any records ICBC may require to determine whether you are complying with this Agreement. As part of such Review, and upon request by ICBC, you will provide ICBC with a written declaration or certificate confirming your compliance with your obligations in this Schedule; and (b) ICBC or its authorized Representative(s) may, on reasonable notice and with your consent, during regular business hours, enter your premises to inspect any ICBC Personal Information in your custody and your information management policies or practices relevant to your compliance with this Agreement. You will permit and provide reasonable assistance with any such inspection, without additional charge.

10. Notice of Non-compliance or Breach Incident. In this Section, “Breach Incident” means any accidental, unauthorized, or unlawful access to, collection, use, disclosure or alteration of ICBC Personal Information that is not authorized by FIPPA or this Agreement. In addition to your obligation to provide the notice required by Section 30.5(2) of FIPPA, you will promptly (or in any case within 72 hours) notify ICBC and provide details of any Breach Incident or any non-compliance or anticipated non-compliance with this Schedule. If ICBC reasonably believes that you have failed to comply with this Agreement (upon notification or otherwise), or upon the occurrence of, or notification from you of, a Breach Incident, you will: (a) promptly take all steps necessary (including actions reasonably required by ICBC) to remedy the non-compliance or Breach Incident as soon as reasonably possible or within the time period specified by ICBC; (b) conduct a reasonable investigation of the Breach Incident or non-compliance, provide ICBC with timely updates during the course of such investigation, and keep reasonably detailed records of all Breach Incidents or non-compliance; (c) take all reasonable steps to prevent a recurrence of the Breach Incident or non-compliance; (d) provide ICBC with reasonable assistance in any litigation or investigation against third parties deemed necessary by ICBC to protect the ICBC Personal Information, to the extent such litigation or investigation is related to the Breach Incident or non-compliance; (e) if required by ICBC in its sole discretion, notify any person of the Breach Incident or non-compliance; (f) not inform any third party of a Breach Incident without ICBC’s prior written consent unless and to the limited extent disclosure is compelled by applicable laws, and in such case, prior to any such disclosure, you will use commercially reasonable efforts to obtain ICBC’s approval regarding the content of such disclosure to minimize any adverse impact to ICBC and other affected individuals; and (g) provide to ICBC all information reasonably requested by ICBC in relation to the Breach Incident, including any information ICBC considers may be necessary for the purpose of determining whether ICBC must notify affected individuals or regulators, or for the purpose of notifying affected individuals or regulators, whether the notice is required under FIPPA or otherwise.

11. Investigation. You will promptly and fully comply with any investigation, review, order or ruling of the Office of the Information and Privacy Commissioner of British Columbia (or any other regulators as required by applicable laws) in connection with the ICBC Personal Information.

12. Retention and Disposal. Subject to any applicable legal or regulatory obligations, you will not retain any ICBC Personal Information in any form whatsoever longer than is necessary to perform your obligations under this Agreement. Once ICBC Personal Information is no longer so required, you will permanently and securely destroy all ICBC Personal Information and all records thereof in a manner appropriate to its form so the ICBC Personal Information or any portion of it cannot be retrieved, accessed or used by Supplier or any other person.

13. Notice of Foreign Demand For Disclosure. In this Section, “Foreign Demand for Disclosure” means a subpoena, warrant, order, demand or request for ICBC Personal Information that is from a court, agency, public body, government institution or other authority, outside Canada. You will immediately notify ICBC if you: (a) receive a Foreign Demand for Disclosure or a request to disclose or provide access to ICBC Personal Information which you know or have reason to believe is for the purpose of responding to a Foreign Demand for Disclosure; (b) receive a request from an associate or affiliate to disclose or provide access to ICBC Personal Information which you know or have reason to believe is for the purpose of responding to a Foreign Demand for Disclosure (an “Affiliate Request”); or (c) have reason to suspect that a disclosure of ICBC Personal Information has occurred in response to a Foreign Demand for Disclosure. You will not disclose any ICBC Personal Information in response to a Foreign Demand for Disclosure or Affiliate Request and you will at all times act in accordance with your obligations under this Agreement.

14. Termination for Breach. In addition to any other termination rights ICBC may have under the Agreement or otherwise at law, any breach of this Schedule by you or your Representative will be considered a material breach of this Agreement and will be grounds for immediate termination of this Agreement by ICBC without ICBC having any liability of any kind to you.

Last updated: July 10, 2023