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 6 Empower Software and systems, as further set forth in the Data Security & Privacy Addendum attached hereto as Exhibit 1. 5.2. Mutual Notice of an Information Security Breach. (A) Notice by Empower. Empower will notify the Plan Sponsor of an Information Security Breach as set forth Exhibit 1, Data Security & Privacy Addendum. (B) Notice by Plan Sponsor. In order to help Empower facilitate the safety of Data and Participant accounts, Plan Sponsor will notify Empower: (i) promptly in the event of a security breach of Plan Sponsor’s systems that could impact Empower’s systems or the integrity of Data sent to Empower, including without limitation a suspected virus or malware event; and/or (ii) immediately upon discovering a compromise of the security and/or log-on credentials of any Plan Sponsor employee or agent that has a plan administration role in Empower’s system. Such notice shall include: (a) information reasonably necessary to enable Empower to pr omptly put additional protective measures in place, such as file scrubbing protocols and/or fraud alerts on Participant accounts ; and (b) the corrective action taken to remedy the breach. 6.BUSINESS CONTINUITY & DISASTER RECOVERY Empower will maintain business continuity and disaster recovery procedures to address the security, integrity and availability of the technology, operational, financial, human and other resources required to provide mission-critical Services in the event of a natural disaster or other interruption of normal business operations. Such procedures will be tested at least once annually. Empower Financial Services, Inc.’s current Business Continuity Plan Notice is attached to this MSA. By executing this MSA, Plan Sponsor acknowledges receipt of this Notice. 7.RECORDS 7.1 Record Retention. Empower shall retain all records in its custody and control that are pertinent to performance under this MSA in accordance with its record retention policy and as required by law. Subject to the foregoing, each party agrees to return or destroy the other party’s Confidential Information and Data once it is no longer required for the purpose of performing or receiving the Services, provided that the parties are not obligated to destroy copies of Confidential Information or Data that must be retained for audit, legal or regulatory purposes, or that is stored in non-readily accessible electronic format, such as on archival systems; in such cases Empower’s data protection obligations shall continue until such Data is destroyed in accordance with Empower’s record retention policy. 8.INTELLECTUAL PROPERTY RIGHTS 8.1 Plan Sponsor Materials. As between the parties hereto, excluding the Empower Materials (as defined below), Plan Sponsor shall own materials, trademarks, trade names, logos, trade dress, and other Confidential Information provided or made accessible by Plan Sponsor to Empower for use in providing the Services (collectively, the “Plan Sponsor Materials”). Plan Sponsor grants Empower a limited, revocable right and license to use Plan Sponsor’s name, logo, and trademarks in materials created by Empower in connection with providing the Services. Nothing contained herein shall prohibit Empower from referencing client partnerships in the normal course of public -relations communications or in materials prepared at the request of prospective clients.