Benefit Plans Administrative Services 12/26/2018

9 � Pa �� e subpoena shall thereafter be entitled to comply with such subpoena, public records request, or other process to the extent required by law. c. A party's Confidential Information may not be copied or reproduced without the consent of that party, provided that BPAS may make copies or reproductions of Confidential Information for the sole purpose of performing the services required under this Agreement. d. A party's Confidential Information, made available hereunder, including copies, shall be returned upon the first to occur of (i) termination of the Agreement, or (ii) request by that party. All Confidential Information in any form or format retained that is not physically returned by the other shall be purged from the other's files and systems. e. Nothing in this Agreement shall limit either party's use of information (including, but not limited to, ideas, concepts, know-how,techniques and methodologies) (i) previously known to it without obligation of confidence; (ii) independently developed by it; (iii) acquired by it from a third party that is not, to its knowledge, under an obligation of confidence with respect to such information; or (iv) which is or becomes publicly available through no breach of this Agreement. f. Notwithstanding the foregoing provisions, BPAS will not, except with the Plan Sponsor and Plan Administrator's prior written consent or as permitted by subsection (b) and (e) above, permit any information regarding the Plan, Participants, beneficiaries or other personnel or personal data to be disseminated, sold, assigned, leased or licensed to a third party, nor otherwise used or commercially exploited in any way. Moreover, notwithstanding the foregoing provisions, the Plan Sponsor and Plan Administrator will not, except with BPAS prior written consent or as permitted by subsection (e) above, permit any information regarding BPAS systems to be disseminated, sold, assigned, leased or licensed to any third party, nor otherwise used or commercially exploited in any way. g. Notwithstanding the foregoing provisions, BPAS acknowledges that this Agreement is not confidential information and will be posted on the City of Everett's public website. Section 3.05 Reliance on Information. BPAS shall be entitled to rely, and shall have no liability for relying, upon information furnished to BPAS by the Plan Sponsor, Plan Administrator, any Authorized Representative or agent of the Plan Sponsor or Plan Administrator, or the trustees of the Trust and any other representatives of the Plan (collectively, the "Plan Representatives"), and shall have no duty to look beyond such information to see to the application of any fund, securities or other assets hereto or under the Plan, or to question any action by the Plan Sponsor, Plan Administrator or Plan Representatives of which BPAS may become aware in the performance of this Agreement. BPAS shall make a good faith effort to identify errors in data using commercially reasonable efforts to determine if any discrepancies exist; provided that such review does not constitute an audit of the prior records and BPAS does not guarantee that BPAS will uncover any discrepancies that may exist. In the event BPAS does identify errors in the data, BPAS shall attempt to obtain corrections to any erroneous data. BPAS shall not be responsible for data that is inaccurate or not provided in a timely manner. In the event a BPAS processing error is identified with respect to the services provided under this Agreement, Participant Accounts will be corrected to the positions they would have held had such error not occurred. The Plan Administrator shall review the annual administration package and advise BPAS on a timely basis of any error(s) or omission(s) of which it is aware. BPAS shall have no liability for any act or omission of any predecessor third-party administrator or any fiduciary, nor for those that result from reliance on these prior records, nor shall BPAS be obliged to inquire into the validity VEBA Administrative Service Agreement (405512)