Item 19 - Agreement with Empower Annuity Insurance Company for the Employee Deferred Compensation Plan

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City of Santa Ana_Master Services Agreement_5.23.23 5 agents without any obligation of confidentiality; or information that is independently developed by a party without reference to the Confidential Information of the other party. 4.2 Permitted Disclosures of Confidential Information. 4.2.1 Legally Required Disclosures. In the event a party is required to make a legally required disclosure of the other party’s Confidential Information, such party shall notify the other party of the disclosure as soon as reasonably practicable and shall cooperate with any efforts by such party to obtain protective treatment of such Confidential Information to the extent permitted by law. The foregoing shall not apply to (i) broad-based regulatory examinations associated with a party’s general business or operations; (ii) disclosures made in conjunction with a law enforcement investigation or inquiry; (iii) or where notice is prohibited by law. For purposes of Rule 14(b)-1 and Rule 14(b)-2 of the Securities Exchange Act of 1934, as amended from time to time, Plan Sponsor authorizes Empower, and/or its Affiliates and services providers, to provide the name, address and share position of the Plan with respect to any class of securities registered under the Investment Company Act of 1940 when requested by such SEC registrant for purposes of shareholder meetings. The above-referenced rules prohibit the requesting SEC registrant from using the Plan’s name and address for any purpose other than corporate communications of the type contemplated under the rules. 4.2.2 Authorized Disclosures. Plan Sponsor authorizes Empower to disclose Data to Empower’s Affiliates and service providers in connection with Empower’s performance of Services under this MSA. In addition, Plan Sponsor authorizes Empower to disclose Data to Plan Sponsor’s advisors, third - party administrators, service providers (such as payroll providers) and representatives authorized by Plan Sponsor in writing to receive such Data. Empower may use and disclose, for benchmarking and research purposes, de-identified Data that is aggregated with other anonymize d data of a similar nature across Empower’s client base in a manner that makes such Data unidentifiable to a particular individual or plan. Empower’s current Privacy Notice is attached to this MSA but shall not lessen any of Empower’s obligations regarding Personal Data hereunder. Plan Sponsor agrees that any changes to the Privacy Notice may be delivered to Plan Sponsor through the Plan Service Center or by email to designated representatives of Plan Sponsor. 4.2.3 Disclosures of Personal Data to Plan Sponsor. Plan Sponsor may Direct Empower to provide Plan Sponsor or its designated agent with information (which may include Personal Data) received from or in relation to Participants in connection with the performance of Services under this MSA, which may include private information shared by the Participant during recorded phone calls and written or electronic correspondence. 5.DATA PROTECTION 5.1. Mutual Obligation to Protect Data. Empower and Plan Sponsor each agree to maintain and hold in confidence all Data and Confidential Information, as applicable, received in connection with the performance of Services under this MSA. Empower and Plan Sponsor agree that their collection, use and disclosure of all Data is and will at all times be conducted in compliance with all applicable Data Protection Laws. Each party will implement, support, and maintain appropriate physical and logical security measures designed to secure Data, and will take all commercially reasonable organizational and technical steps to protect against unlawful and unauthorized processing of Personal Data. In accordance with the foregoing, Empower maintains a comprehensive data security program designed to safeguard Data and access to the