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with the Plan or applicable law. In addition, PARS shall not be liable for non- <br />performance of Services if such non - performance is caused by or results from erroneous <br />and/or late delivery of Data from the Agency. In the event that the Agency fails to <br />provide Data in a complete, accurate and timely manner and pursuant to the <br />specifications in Exhibit 1C, PARS reserves the right, notwithstanding the further <br />provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) <br />days written notice to the Agency. <br />6. Suspension of Contributions. In the event contributions are suspended, either <br />temporarily or permanently, prior to the complete discharge of PARS' obligations under <br />this Agreement, PARS reserves the right to bill the Agency for Services under this <br />Agreement at the rates indicated in PARS' standard fee schedule in effect at the time the <br />services are provided, subject to the terms established in Section 3 of this Agreement. <br />Before any such services are performed, PARS will provide the Agency with written <br />notice of the subject services, terms, and an estimate of the fees therefore. <br />7. Records. During the term of this Agreement, and for a period of five (5) years after <br />termination of this Agreement, PARS shall provide duly authorized representatives of the <br />Agency access to all records and material relating to calculation of PARS' fees under this <br />Agreement. Such access shall include the right to inspect, audit and reproduce such <br />records and material and to verify reports fumished in compliance with the provisions of <br />this Agreement. All information so obtained shall be accorded confidential treatment as <br />provided under applicable law. <br />8. Confidentiality. Without the Agency's consent, PARS shall not disclose any <br />information relating to the Plan except to duly authorized officials of the Agency and to <br />parties retained by PARS to perform specific services within this Agreement. The <br />Agency shall not disclose any information relating to the Plan to individuals not <br />employed by the Agency without the prior written consent of PARS, except as such <br />disclosures may be required by applicable law. <br />9. Independent Contractor. PARS is and at all times hereunder shall be an independent <br />contractor. As such, neither the Agency nor any of its officers, employees or agents shall <br />have the power to control the conduct of PARS, its officers, employees or agents, except <br />as specifically set forth and provided for herein. PARS shall pay all wages, salaries and <br />other amounts due its employees in connection with this Agreement and shall be <br />responsible for all reports and obligations respecting them, such as social security, <br />income tax withholding, unemployment compensation, workers' compensation and <br />similar matters. <br />10. Indemnification. PARS and Agency hereby indemnify each other and hold the other <br />harmless, including their respective officers, directors, employees, agents and attorneys, <br />from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees <br />and costs, incurred by the other as a consequence of PARS' or Agency's, as the case may <br />be, acts, errors, or omissions with respect to the performance of their respective duties <br />hereunder. <br />Page 2 <br />