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obligations set forth in Section 2.5.2; provided that TruStar shall remain responsible for its obligations hereunder, notwithstanding delegation of performance to a designee. During the Term, TraStar shall retain a qualified third -party vendor to maintain a Quality Assurance Program ("QA'P") under each of the Renewable Puel Standard and Low Carbon Fuel Standard. Each Party shall have the right to annually inspect, audit, copy and verify the books and records of the other Party pertaining to the transactions that are the subject matter of this Agreement. at the office of the other Party where such records are maintained, during normal business hours, upon ten (10) Business Days' advance written notice. 8.6 Severability. If any part of this Agreement is contrary to, prohibited by, or deemed invalid tinder applicable law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid. The remainder of this Agreement will not be invalidated by such applicable law and will be given effect so far as possible, provided that each Party can continue to fulfill its obligations and enjoy its material rights and benefits hereunder. 8.7 Successors and Assigns and No Third -Party Beneficiaries, This Agreement is for the exclusive benefit of the Parties, and no other person or entity will have any right or claim against any Party under any of the terms or provisions of it or be entitled to enforce any of the terms or provisions of it against any Party. This Agreement shall be binding on the Parties and their respective successors and permitted assigns. 8.8 Counterparts. This Agreement may be executed by TruStar and City in counterparts and delivered by facsimile or electronic transmission, each of which so delivered shall be considered an original counterpart and shall become a binding agreement when each of TruStar and City has executed one counterpart. 8.9 Confidentiality. Except for matters of public record, information already within receiving party's possession prior to entering into this Agreement, and except to the extent required (through deposition, interrogatory, request for production, subpoena, civil investigative demand or similar process) by a court order or required by applicable law, receiving party agrees to keels confidential all information deemed confidential. If receiving party becomes required, in the manner specified above, to disclose any Confidential Information, receiving party shall provide prompt written notice to disclosing party so that disclosing party may timely seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, receiving party agrees (i) to famish only that portion of the Confidential Information that is required to be furnished and (ii) to exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. Nothing in this Section shall restrict TruStar from sharing Confidential Information with its Permitted Designecs pursuant to Section 8.5 herein, and its commodity suppliers. IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by their respective duly authorized representatives. It