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Services Agreement <br />Prudential Provided by Prudential Retirement <br />Insurance and Annuity Company <br />13. Market Timing/Excessive Trading Monitoring Program. Plan Sponsor agrees that Participant <br />transactions will be subject to Prudential's Market Timing/Excessive Trading Program, as described in <br />the Disclosures section of the Implementation Workbook. <br />14. Records Retention. After the termination of the Agreement, Prudential will retain all books and <br />records in its possession, whether in hard copy or in an electronic format, relating to the Plan for such <br />period as required by law and its Records Management Program. Prudential will cooperate in <br />providing to the Plan Sponsor (or its successor or designee) such information relating to the Plan or <br />copies of materials in its possession upon request and at the Plan Sponsor's expense. <br />15. Audits. The Plan Sponsor shall have the right to conduct an audit of Prudential's performance of the <br />Services, including through the inspection of Prudential's records and information maintained in <br />connection therewith, and Prudential agrees to reasonably cooperate with such audit; provided that (i) <br />Prudential receive written notice setting forth the anticipated objectives, scope, procedures and <br />information and records required relating to the audit no less than thirty (30) days, (ii) such audits may <br />not be conducted more frequently than once per Plan Year without Prudential's written consent, and <br />(iii) the Plan Sponsor will reimburse Prudential for the expenses and costs it incurs in providing such <br />cooperation. Prudential agrees to reasonably cooperate with any audit relating to the Plan conducted <br />by applicable regulatory agencies. <br />16. Insurance. Prudential shall at all times during the term of this Agreement, at its own cost and <br />expense, carry and maintain commercially reasonable insurance coverage, including the insurance <br />policies listed below. <br />• Worker's Compensation and Employer's Liability insurance, with statutory limits for workers' <br />compensation and Employer's Liability limits of $1,000,000 per accident. <br />• Commercial General Liability insurance, insuring against claims for bodily injury, property <br />damage, completed operations and contractual liability with a limit of $1,000,000 per <br />occurrence and $2,000,000 in the aggregate. <br />• Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles <br />used in the performance of this Agreement with a combined single limit of $1,000,000. <br />• Casualty Umbrella or Excess Liability follow -form insurance in the amount of $5,000,000. <br />• Professional Liability or Errors & Omissions insurance with limits of at least $5,000,000 each <br />claim or wrongful act with a $250,000,000 deductible. <br />• Fidelity Bond or Comprehensive Crime insurance covering employee dishonesty with limits <br />of at least $5,000,000 each claim with a $250,000,000 deductible. <br />• Cyber Risk or Privacy Liability insurance with limits of at least $5,000,000 each claim or <br />wrongful act with a $250,000,000 deductible. <br />Prudential will be solely responsible to pay and determine the deductibles on these insurance <br />policies, which will be issued by insurance carriers with an A.M. Best rating of A- or better. In the <br />event that any of the above -described insurance policies are written on a claims -made basis, then <br />such policy or policies shall be maintained during the entire period of the Agreement and for a <br />period of two (2) years following the termination or expiration of the Agreement. <br />Prudential will provide reasonable notice of any material adverse change or cancellation of the <br />above -described insurance coverage. Plan Sponsor shall be included as an additional insured on <br />the above -referenced policies. Certificates of insurance matching the terms of this section will be <br />provided upon the Plan Sponsor's reasonable written request. This section does not limit or <br />expand Prudential's indemnification obligations. <br />