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deliver the Data to PARS in such a manner that allows for a reasonable amount of time
<br />for the Services to be performed. Unless specified in Exhibit IA, PARS shall be under
<br />no duty to question Data received from the Agency, to compute contributions made to the
<br />Plan, to determine or inquire whether contributions are adequate to meet and discharge
<br />liabilities under the Plan, or to determine or inquire whether contributions made to the
<br />Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be
<br />liable for non performance of Services to the extent such non performance is caused by or
<br />results from erroneous and /or late delivery of Data from the Agency. In the event that the
<br />Agency fails to provide Data in a complete, accurate and timely manner and pursuant to
<br />the specifications in Exhibit IC, 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. Records. Throughout the duration of this Agreement, and for a period of five (5) years
<br />after termination of this Agreement, PARS shall provide duly authorized representatives
<br />of Agency access to all records and material relating to calculation of PARS' fees under
<br />this Agreement. Such access shall include the right to inspect, audit and reproduce such
<br />records and material and to verify reports furnished 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 />7. 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, subject
<br />to applicable law, and to parties retained by PARS to perform specific services within
<br />this Agreement. The Agency shall not disclose any information relating to the Plan to
<br />individuals not employed by the Agency without the prior written consent of PARS,
<br />except as such disclosures may be required by applicable law.
<br />8. Independent Contractor. PARS is and at all times hereunder shall be an independent
<br />contractor. As such, neither the Agency not 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 />9. 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, to the extent, PARS' or Agency's,
<br />as the case may be, negligent acts, errors or omissions with respect to the performance of
<br />their respective duties hereunder.
<br />10. Compliance with Applicable Law. The Agency shall observe and comply with federal,
<br />state and local laws in effect when this Agreement is executed, or which may come into
<br />effect during the term of this Agreement, regarding the administration of the Plan,
<br />PARS shall observe and comply with federal, state and local laws in effect when this
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