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<br />materials provided by MEDSURETY shall not be copied or reproduced by the Employer without
<br />MEDSURETY
<br />E. Transfer of Records. When this Agreement ends, MEDSURETY will transfer to Employer, Plan
<br />Administrator, and/or any successor administrator those records MEDSURETY determines are
<br />reasonably necessary to effectuate a smooth transition of administration of the Plans and any
<br />other records MEDSURETY possesses that relate to the Plans. MEDSURETY intends that this
<br />transfer of records will satisfy its obligation to maintain such records as described above.
<br />MEDSURETY shall provide Plan Administrator an opportunity to review the records and obtain
<br />copies of any such records in addition to the records MEDSURETY has identified as necessary for
<br />a smooth transition or otherwise transferred. The details of such transfer including, but not
<br />limited to, the means, method and timing, shall be agreed to by the parties. All costs associated
<br />with such a record review and transfer will be paid by Employer and/or Plan Administrator.
<br />F. Nonpublic Data. MEDSURETY, Employer, and Plan Administrator shall comply with applicable
<br />state law governing the use and disclosure of nonpublic, private, and/or confidential data to the
<br />extent applicable.
<br />G. HIPAA Business Associate. MEDSURETY acknowledges its role as a business associate of certain
<br />Plans for purposes of the privacy and security standards under HIPAA. Exhibit B reflects the
<br />business associate contractual requirements.
<br />VI. Indemnification and Limitation of Liability
<br />A. MEDSURETY Duty to Indemnify. MEDSURETY shall indemnify, hold harmless, and defend the
<br />Plan Administrator and the Employer and their directors, officers, employees, and agents from
<br />and against any and all liabilities, losses or damages arising out of any third-party claims,
<br />lawsuits, or causes of action, and any costs and expenses associated therewith (including any
<br />Employer may incur or be asked to pay), to the extent
<br />they arise, directly or indirectly, from MEDSURETYnegligence, gross negligence, willful
<br />misconduct, fraud, criminal conduct, or material breach of this Agreement, including, but not
<br />limited to, any liability, losses, damages, claims, lawsuits, or causes of action and any costs and
<br />Employer may incur or be asked to pay) arising under any law.
<br />B. Indemnification by the Plan Administrator for Coverage Decisions. If the Plan Administrator
<br />reverses a decision made by MEDSURETY or provides direction to MEDSURETY regarding the
<br />application of applicable law that differs from MEDSURETY
<br />Administrator shall notify MEDSURETY in writing of such decision and shall indemnify, hold
<br />harmless, and defend MEDSURETY from and against any and all liabilities, losses, damages,
<br />claims, lawsuits, causes of action, costs, and expenses MEDSURETY may incur because of any
<br />such reversal by the Plan Administrator.
<br />C. No Guarantee of Benefits. MEDSURETY does not assume any responsibility, risk, liability or
<br />obligation for the general policy direction of the Plan(s), the adequacy of funding thereof, or any
<br />act or omission or breach of duty by parties other than MEDSURETY. MEDSURETY is not and
<br />shall not be deemed a guarantor with respect to any benefits payable under the Plans.
<br />D. Indemnification for Plan Design/Interpretation. MEDSURETY is not engaged in the practice of
<br />law. The resolution of any legal issues concerning the Plan(s) is the responsibility of the Plan
<br />Administrator and/or the Employer and their legal counsel. The Plan Administrator and Employer
<br />shall indemnify, hold harmless, and defend MEDSURETY from and against any and all liabilities,
<br />MEDSURETY, LLC
<br />8
<br />Administration Agreement (Non-ERISA) Exhibit
<br />Business Associate Agreement
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