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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 />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 />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 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 />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 <br />Page 2 <br />