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Prudential <br />Services Agreement <br />Provided by Prudential Retirement <br />Insurance and Annuity Company <br />with respect to the subject matter described. Plan Sponsor acknowledges a copy of the current <br />Administrative Procedures was provided in the Implementation Workbook. <br />3. Passwords. In connection with electronic access to accounts and transactions, Participants will be <br />assigned (and the Participant may then change) a unique number, code or other sequence (a <br />'Password'). The Plan Sponsor acknowledges that Prudential will hold each Participant responsible <br />for the use and protection of the Password, and for monitoring their accounts. Plan Sponsor agrees <br />Prudential is not responsible for direct or indirect losses or damages arising from the unauthorized <br />use of a Password occurring before it is notified that a Password is compromised, unless such <br />unauthorized use is the result of Prudential's negligence or willful misconduct. <br />4. Notice of Errors. The Plan Sponsor agrees that all information supplied to the Plan Sponsor and <br />Participant will be deemed correct if notice of any error or discrepancy is not given to Prudential by <br />the Participant or the Plan Sponsor as soon as reasonably possible following identification of the error <br />or discrepancy, provided that Participants must notify Prudential of errors or discrepancies in a <br />quarterly statement no later than the time period specified in such statement. <br />5. Severability. If any term or provision of this Agreement or its application to any person or <br />circumstances will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the <br />application of such term or provision to persons or circumstances other than those as to which it is <br />held invalid or unenforceable, will not be affected. Each term and provision of this Agreement will be <br />valid and enforceable to the fullest extent permitted by law. <br />6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of <br />California applicable to agreements made and to be performed entirely within California, except the <br />choice of law rules. <br />7. Notice Notices required under this Agreement shall be in writing and shall be addressed to the <br />appropriate party at the address set forth on the signature page or such other address as either party <br />may designate in writing to the other. All notices will be deemed to have been given three (3) days <br />after mailing in the U.S. mail, or immediately upon delivery in any form. The notice period may be <br />waived by the party entitled to the notice. <br />8. Forces Beyond Prudential's Control. Prudential will take commercially reasonable steps to prevent <br />and to recover from disruptive events that are beyond its control. However, Prudential shall not be <br />liable for any default or delay in the performance of Services if the default or delay is primarily <br />caused, directly or indirectly, by a force or party beyond the reasonable control of Prudential, <br />including (but not limited to): <br />(a) Fire, flood, elements of nature or other acts of God; <br />(b) Any outbreak or escalation of hostilities, war, riots or civil disorders in any country; <br />(c) Any act or omission of the other party or any governmental authority; <br />(d) Nonperformance of an unaffiliated third party; or <br />(e) Failures or fluctuations in telecommunications, power supply, mechanical difficulties with <br />information storage and retrieval systems, or other equipment. <br />9. Writing and Sionature: Electronic Transactions. Unless otherwise explicitly required by law, any <br />requirement for a writing (including an enrollment, exchange or distribution request, instruction, form, <br />administrative notices, or agreement) or a signature in this Agreement, or in the performance of <br />Services under it (collectively referred to as "Communications"), may be rendered in any form <br />(including electronic means) that: (i) can reasonably be expected to be accessible to the parties <br />needing to send or receive it, (ii) is convertible into an accurate physical record of the <br />Communication, and (iii) where appropriate, is designed to test or confirm the identity or authority of <br />the Communication's sender. Prudential reserves the right to specify the form in which <br />Communications re)a(ing ty,JPIBn P.perations are made, including limiting them to electronic means, <br />25D-11 <br />