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sentence, all parties consent to the exclusive venue and the personal jurisdiction of such courts. Both parties, as sophisticated entities, each represented by counsel and on the belief that it is enforceable under the laws of the State of Washington do hereby knowingly and intelligently agree to waive their right to a trial by jury in any dispute stemming from this Agreement. 5. CHOICE OF LAW. The construction, interpretation, and enforcement of this Agreement shall be governed by the substantive contract law of the State of Washington without regard to its conflict of laws provisions. In the event any provision of this agreement is unenforceable as a matter of law, the remaining provisions will stay in full force and effect. 6. NO THIRD PARTY DISTRIBUTION. Milliman's work is prepared solely for the internal business use of the Client. To the extent that Milliman's work is not subject to disclosure under the Washington State Public Records Act, Milliman's work may not be provided to third parties without Milliman's prior written consent. Milliman does not intend to benefit or create a legal duty to any third party recipient of its work product, and Milliman may include a legend on its reports so stating. Client agrees not to remove any such disclaimer language from Milliman's work. Milliman's consent to release its work product to any third party may be conditioned on the third party signing a Release, subject to the following exception(s): (a) The Client may provide a copy of Milliman's work, in its entirety, to the Client's professional service advisors who are subject to a duty of confidentiality and who agree to not use Milliman's work for any purpose other than to benefit the Client. (b) The Client may provide a copy of Milliman's work, in its entirety, to other governmental entities, as required by law. Nothing herein will prohibit Client from incorporating figures from the Milliman work into a different writing or report (e.g. a comprehensive annual financial report) and then disclosing or distributing such writing or report to third parties. Any summarizing of elements from the Milliman report, will require Milliman's prior written approval. No third party recipient of Milliman's work product should rely upon Milliman's work product. Such recipients should engage qualified professionals for advice appropriate to their own specific needs. 7. CONFIDENTIALITY. In connection with this Agreement, each party hereto(a"disclosing party") may disclose its confidential and proprietary information to the other party (a "receiving party"). Subject to the exceptions listed below, a disclosing party's "Confidential Information" shall be defined as information disclosed by the disclosing party to the receiving party under this Agreement that is either: (i) clearly marked or otherwise clearly designated as confidential or proprietary; or (ii) should be reasonably understood by the receiving party to be the confidential or proprietary information of the disclosing party. Confidential Information shall include, without limitation, the terms of this Agreement. During the term of this Agreement and after its expiration or termination, a receiving party shall not disclose to any third party, a disclosing party's Confidential Information without the prior written consent of the disclosing party. In addition, each party agrees to take reasonable measures to protect the other party's Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of this Agreement (which measures shall be no less than that which a reasonable person would take with respect to like confidential, proprietary, or trade secret information). Notwithstanding anything to the contrary, the obligations of the receiving party set forth in this paragraph shall not apply to any information of the disclosing party which: (i) is or becomes a part of the public domain through no wrongful act of the receiving party; (ii) was in the receiving party's possession free of any obligation of confidentiality at the time of the disclosing party's communication thereof to the receiving party; (iii) is developed by the receiving party completely independent from the Confidential Information of the disclosing party; or (iv) is required by law or regulation including, but not limited to, the Washington State Public Records Act, to be disclosed, but only to the extent and for the purpose of such required disclosure after providing Mllllman