PUBLIC ENTITY RISK INSTITUTE 1 - 2004

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5.6 PERI will not publish reports or other products that include individually identifying information about claimants or that reference any public entities by name. The Supplier understands that CIPRA may make the names of public entities available in its reports. 5.7 The Parties acknowledge that each may receive information that is confidential and proprietary, including but not limited to nonpublic personal information and software specifications. Each party receiving confidential information agrees to hold it in the strictest confidence, and agrees not to release or disclose it to any individual or entity, whether employee, subcontractor or subcontractor employee, unless those individuals are necessarily involved in processing Data, managing and maintaining the Data Exchange, or producing products and services based on Data Exchange information. These obligations shall not apply to information that a) is or becomes known publicly through no fault of the receiving party; or b) is acquired or learned by the receiving party from a third party entitled to disclose it; or c) is already known to the receiving party before receipt from the disclosing party as shown by the receiving party's written records; or d) is independently developed by the receiving party, as shown by the receiving party's written records; or e) must be disclosed by operation of law. These obligations shall survive the termination of this agreement. 5.8 In the event that PERI is required to make disclosures of or regarding Data as a result of a court order or other legal process, PERI will immediately provide Supplier with a written notice of the court order or other legal process. It will be the Supplier's responsibility to take legal action to seek a protective order or other appropriate remedy or both. PERI will limit its disclosure to only that portion that is legally required. 6. WARRANTIES 6.1 Supplier warrants that it is authorized to transmit to PERI's Data Exchange any Data it sends to the Data Exchange; to direct its agents to transmit such Data to PERI (if submitting data through an agent) and to grant a license to PERI and CIPRA to use the Data. 6.2 Supplier represents and warrants that all Data submitted to PERI pursuant to this Agreement shall be true and accurate to the best of its knowledge, information and belief. Supplier will conduct periodic audits of its input procedures to assure maximum accuracy of all Data, and will certify that each Data submission includes information that is true and accurate to the best of the Supplier's knowledge. 7. TERMINATION This Agreement remains in effect until terminated by one of the Parties. Either party may terminate this Agreement at any time by giving written notice of termination to the other party. 8. GENERAL PROVISIONS 8.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and there are no representations, warranties, covenants or obligations except as set forth in this Agreement. This Agreement supersedes all prior and contemporaneous agreements, CIPRA Claims Data Supplier Agreement January 14,2004 <0 2004 Public Entity Risk Institute