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16 <br />as necessary for a smooth transition or otherwise transferred. The details <br />of such transfer including, but not limited to, the means, method and <br />timing, shall be agreed to by the parties. All costs associated with such a <br />record review and transfer will be paid by Employer and/or Plan <br />Administrator. <br />E. HIPAA Business Associate. Benefit Extras acknowledges its role as a <br />business associate of certain Plans for purposes of the privacy and security <br />standards under HIPAA. Exhibit B reflects the business associate <br />contractual requirements. <br />V. Indemnification and Limitation of Liability <br />A. Benefit Extras Indemnification. Benefit Extras agrees to indemnify and hold <br />harmless Employer and Plan Administrator from any and all claims, losses, <br />and expenses including, but not limited to, attorney's fees, incurred by <br />Employer and/or Plan Administrator as a result of Benefit Extras’ negligence, <br />willful misconduct, fraud, criminal conduct, or breach of this Agreement. <br />B. Employer and Plan Administrator Indemnification. Excepting negligence, <br />willful misconduct, fraud, criminal conduct, or breach of this Agreement by <br />Benefit Extras, Employer and Plan Administrator agree to hold Benefit <br />Extras harmless from, and indemnify Benefit Extras against, any and all <br />claims, losses, and expenses, including attorney's fees and taxes (except <br />taxes on Benefit Extras’ income), incurred by Benefit Extras arising out of <br />its performance of services under this Agreement. <br />C. Limitation of Liability. In performing its obligations under this Agreement, <br />Benefit Extras neither assumes liability for nor otherwise agrees to <br />underwrite the benefits provided by the Plans. Except as otherwise <br />provided herein, Benefit Extras shall have no duty or obligation to defend <br />any legal action or proceeding brought to recover, directly or indirectly, a <br />claim for benefits. <br />D. Reliance on Data & Direction. Notwithstanding any provision of this <br />Agreement to the contrary, Benefit Extras is not responsible or liable for <br />any acts or omissions made pursuant to any direction, consent, or other <br />request reasonably believed by Benefit Extras to be genuine and from an <br />authorized representative of Employer or Plan Administrator. Benefit Extras <br />is not responsible or liable for acts or omissions made in reliance on <br />erroneous data provided by Employer or Plan Administrator to the extent <br />Benefit Extras’ acts or omissions are attributable to the erroneous data, or <br />for the failure of Employer or Plan Administrator to perform their obligations <br />under this Agreement.