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ww Prudential <br />Services Agreement <br />Provided by Prudential Retirement <br />Insurance and Annuity Company <br />furtherance of the Services. The parties hereto shall not include In any transmission of information <br />any proprietary or confidential data or information ("Proprietary Information") without clearly notifying <br />the receiving party of the proprietary or confidential nature of such communication. The receiving <br />party shall make reasonable efforts, to the extent allowed by law, to keep such Proprietary <br />Information confidential, and not to disclose such Proprietary Information to any third party without the <br />prior written consent of the disclosing party, except as otherwise permitted under this Agreement. <br />Such Proprietary Information shall be protected by the receiving party by utilizing the same or similar <br />security procedures as are used by the receiving party in protecting its own trade secrets and <br />confidential or proprietary information. The parties' obligation of nondisclosure shall terminate upon <br />the completion of any record retention requirements. <br />3. Exceptions to Non -disclosure. Notwithstanding any provision in this Agreement to the contrary, or of <br />any confidential or proprietary markings placed on any transmission of information, Prudential shall <br />not be prohibited from disclosing Proprietary Information (i) to officers or employees of Plan Sponsor <br />.. - he re-ulrcr! for �am;..�rb^rl,P j : r,: C"n^ .nh�Ca rn "'C Dlnn M% 1n nry <br />Participant's survivors or designated agent to the extent such information pertains to such Participant, <br />(Ili) where in furtherance of the Services under this Agreement, including without limitation in <br />accordance with Section 8(4) above, (iv) in accordance with Section G(8) below, or (v) as required by <br />court order, subpoena, document request or other legal process. The obligation to maintain the <br />confidentiality of Proprietary Information shall not apply to: (t) Proprietary Information that was in the <br />public domain prior to the receiving party's receipt or has subsequently become part of the public <br />domain through no action of the receiving party, (ii) Proprietary Information that was in the receiving <br />party's possession prior to its receipt and was not acquired directly or indirectly from the other party, <br />(iii) Proprietary Information that was received from a third party which the receiving party reasonably <br />believes has no obligation of confidentiality, or (iv) as required by law. <br />4. Security. Prudential will employ all commercially reasonable measures to ensure the confidentiality, <br />security, and privacy of information obtained by Prudential concerning the Plan Sponsor, the Plan <br />Sponsor's employees, the Plan, and Plan participants and beneficiaries. Without limiting the <br />generality of the foregoing, Prudential represents and warrants that it is, and will remain compliant <br />with applicable laws and/or regulations with respect to the privacy and security of customer <br />information, and that it has implemented and currently maintains an effective information security <br />program designed to protect Prudential's customer information, which program includes <br />administrative, technical, and physical safeguards that are designed: <br />a) to insure the security and confidentiality of customer information; <br />b) to protect against any anticipated threats or hazards to the security or integrity of such <br />customer information; and <br />c) to protect against unauthorized access to or use of customer information which could <br />result in substantial harm or inconvenience to Prudential's customers. <br />G. Miscellaneous <br />1. Duration. This Agreement will continue in effect for a period of three (3) years from the effective date <br />of this Agreement, unless sooner terminated in accordance with the provisions of this Agreement. In <br />addition, the Plan Sponsor may extend this Agreement for an additional two 2 year period. Until <br />terminated the Agreement shall bind all successors in interest of the parties, but cannot be <br />transferred or assigned to unaffiliated third parties without the consent of both the Plan Sponsor and <br />Prudential. <br />2. Entire Agreement. Unless otherwise provided herein, this Agreement, including the Exhibits, <br />attached hereto and the Administrative Procedures contains the entire Agreement among the parties <br />25D-10 <br />