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passwords,and other authentication data that enables Plan Sponsor, its authorized agents,or Participants to access
<br /> Adviser Software. The parties will promptly notify the other in the event of(i) any breach of its security that results
<br /> in unauthorized access to NPI; (ii) the consequences of the breach; and (iii) the corrective action taken to remedy
<br /> the breach.
<br /> 6.4. Adviser acknowledges that it is a"financial institution,"within the meaning of Regulation S-P, Privacy
<br /> of Consumer Financial Information, issued by the Securities and Exchange Commission ("Reg S-P")along with the
<br /> GLBA and other applicable federal and state laws. Adviser acknowledges and agrees that Participant information
<br /> which uniquely identifies a Participant and as provided to Adviser under this Agreement ("Participant Information")
<br /> constitutes"personally identifiable financial information,"within the meaning of those federal and state laws.Adviser
<br /> has adopted a privacy policy, which will apply to Participant Information that may be amended from time to time.
<br /> 7. Business Continuity&Disaster Recovery
<br /> Adviser will maintain business continuity and disaster recovery procedures to address the security, integrity and
<br /> availability of the technology,operational,financial, human and other resources required to provide the Services. Such
<br /> procedures shall be designed to enable Adviser to continue to perform mission-critical Services in the event of a natural
<br /> disaster or other interruption of normal business operations. Further, Adviser agrees to review and test such disaster
<br /> recovery procedures at least once annually. Upon request by the Plan Sponsor, Empower will provide a written
<br /> summary of its then-current policies, procedures or programs, including an overview of recent business continuity
<br /> exercise results.
<br /> 8. Records
<br /> Adviser shall retain all records in its custody and control that are pertinent to performance under this
<br /> Agreement in accordance with its record retention policy, as amended from time to time. Subject to the foregoing,
<br /> each party agrees to return or destroy the other party's Confidential Information and NPI once it is no longer required
<br /> for the purpose of performing or receiving the Services, provided that the parties are not obligated to destroy copies
<br /> of Confidential Information or NPI that must be retained for audit, legal or regulatory purposes, or is stored in non-
<br /> readily accessible electronic format, such as on archival systems.
<br /> 9. Intellectual Property Rights
<br /> 9.1. Plan Sponsor Materials. As between the parties hereto, excluding Adviser Materials (as defined
<br /> below), Plan Sponsor shall own all materials, trademarks, tradenames, logos, trade dress, and other information
<br /> provided by Plan Sponsor or otherwise made accessible by Plan Sponsor to Adviser in providing the Services
<br /> (collectively, the"Plan Sponsor Materials"). Plan Sponsor Materials do not include data and information in the form
<br /> supplied by Adviser to Plan Sponsor. Plan Sponsor grants to Adviser a nonexclusive, nontransferable and non-
<br /> sublicensable license to use Plan Sponsor Materials in connection with its provision of the Services.
<br /> 9.2. Adviser Materials. As between the parties hereto, Adviser and its affiliates shall own all materials,
<br /> documentation, user guides, forms, templates, business methods, trademarks, tradenames, logos, websites,
<br /> software, technology, computer codes, domain names, text, graphics, photographs, artwork, interfaces and other
<br /> information or material provided by Adviser or its affiliates hereunder(collectively,the"Adviser Materials"). The term
<br /> "Adviser Materials"shall not include Plan Sponsor Materials as defined above. Adviser grants to Plan Sponsor a non-
<br /> exclusive,non-transferable and non-sublicensable license to use the Adviser Materials during the term of the Agreement
<br /> solely for purposes of using Adviser's Services hereunder and subject to the terms and conditions set forth in this
<br /> Agreement. Plan Sponsor and Plan Administrator shall not, and shall not enable third parties to, reproduce, modify,
<br /> create derivative works of, or distribute any or all of Adviser's services or reverse engineer any of the software or
<br /> other technology related thereto.All rights with respect to the Adviser Materials not specifically granted hereunder are
<br /> reserved by Adviser.
<br /> 10. Liability&Indemnification
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