PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (3)

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