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v Prudential
<br />Services Agreement
<br />Provided by Prudential Retirement
<br />Insurance and Annuity Company
<br />In addition, Prudential agrees to indemnify the Plan from every loss, claim, demand or suit arising
<br />from any specific act of negligence or willful misconduct by Prudential in the performance of Services
<br />listed in Exhibit A hereunder provided that any Participant or beneficiary who claims to have been
<br />affected thereby makes a timely and proper claim under the benefit claims procedure of the Plan, if
<br />applicable, and provided that any such claim is made by the Plan Sponsor, Participant or beneficiary
<br />(a) sixty (60) days from the mailing of a trade confirmation, account statement, or any other
<br />document, from which the error can be discovered, but in any event within (b) one year from the
<br />transaction related to the purported error. Prudential, at its own expense, will defend, or at its option
<br />settle, any formal demand or court proceeding that may be brought against the Plan, on any matter
<br />covered by this indemnification, and will pay or reimburse the Plan for any judgment, settlement, and
<br />any reasonable expenses of the proceeding that may be rendered against it with respect to any such
<br />claim or demand, provided that the Plan Sponsor notifies Prudential in writing within twenty (20)
<br />business days of receipt of such claim or demand and cooperates with Prudential in its defense.
<br />Prudential's liability will be limited to actual damages and reasonable out-of-pocket legal fees and
<br />2. Indemnification of Prudential. Plan Sponsor agrees to indemnify Prudential from every loss, claim,
<br />demand or suit arising out of any action Prudential takes or omission Prudential allows under the
<br />specific or assumed direction of the Plan Sponsor, to the extent that such loss, claim, demand or suit
<br />is not the direct result of Prudential's own negligence or willful misconduct, provided that Prudential
<br />notifies the Plan Sponsor in writing within twenty (20) business days of receipt of such claim or
<br />demand. Prudential may, after notice to the Plan Sponsor, defend, or at its option settle, any formal
<br />demand or court proceeding that may be asserted against it for any matter covered by this
<br />indemnification. Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse
<br />Prudential for any judgment, settlement amount, and expenses of the proceeding, including
<br />reasonable legal fees. Plan Sponsor may request to take over defense of a claim or court
<br />proceeding, and Prudential will have no further liability for such matter except as specifically accepted
<br />in writing by a Prudential corporate officer or legal counsel.
<br />In addition, Plan Sponsor will, upon presentation of a reasonable accounting, pay or reimburse
<br />Prudential for expenses, including but not limited to labor and production costs, related to Prudential's
<br />response to subpoenas or other requests for documents issued by regulatory agencies, courts, or
<br />other authorized parties in connection with Prudential's provision of Services under this Agreement.
<br />F. Intellectual Property; Nondisclosure; Security
<br />Intellectual Property. Nothing contained in this Agreement shall confer to Plan Sponsor any property
<br />rights, proprietary interest, copyright or license in Prudential assets or technology, including, without
<br />limitation, the software, written materials, screen formats, or report formats used or developed to
<br />provide the Services. Plan Sponsor acknowledges that such assets and technology constitute
<br />copyrighted material, trade secrets or proprietary information of substantial value to Prudential. Plan
<br />Sponsor agrees it shall treat the foregoing as proprietary to Prudential and that it shall not divulge any
<br />such proprietary information to any person or organization except as expressly permitted hereunder
<br />or as required by law. Notwithstanding this provision, all Plan data, Participant data, Plan Sponsor
<br />information and any other materials pertaining to the Plan provided to Prudential shall remain the
<br />Plan Sponsor's property.
<br />2. Non -disclosure. The parties understand that the performance of Services by Prudential will
<br />necessitate the sharing of information, including that which relates to the Plan Sponsor, the Plan,
<br />Participants, corporate -owned life insurance policies (if applicable), the format or content of
<br />Prudential's reports and internet website, and the processes used by Prudential to perform its
<br />Services, all of which is considered by the disclosing party to be confidential. Each party agrees not
<br />to use any confidential information received from the other party or obtained in performance of this
<br />Agreement, whether in writing or, orally, for any purpose except in connection with the Plan or in
<br />2501-9
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