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<br />losses, damages, claims, lawsuits, or causes of action, and any costs and expenses associated
<br />MEDSURETY may incur or be asked to pay), arising,
<br />directly or indirectly, out of the design and/or interpretation of the Plans, including, but not
<br />limited to, any liability, losses, damages, claims, lawsuits, or causes of action and any costs and
<br />MEDSURETY may incur or be asked
<br />to pay) arising under any state, federal or local law or regulation.
<br />E. General Indemnification. Except to the extent Section VI.A. applies, the Plan Administrator and
<br />the Employer shall indemnify, hold harmless, and defend MEDSURETY and its directors, officers,
<br />employees, and agents from and against any and all liabilities, losses or damages arising out of
<br />any claims, lawsuits, or causes of action, and any costs and expenses associated therewith
<br />MEDSURETY may incur or be asked to pay), which arise, directly or
<br />indirectly, Employer
<br />of the Plans, including, but not limited to, any liability, losses, damages, claims, lawsuits, or
<br />causes of action and any costs and expenses associated therewith (inc
<br />MEDSURETY may incur or be asked to pay) arising under any law.
<br />F. Indemnification for Prior Administration. If a party other than MEDSURETY previously provided
<br />administrative services to the Plan(s), the Plan Administrator and the Employer shall indemnify,
<br />hold harmless, and defend MEDSURETY and its directors, officers, employees, and agents from
<br />and against any and all liabilities, losses or damages arising out of any claims, lawsuits, or causes
<br />of action, and any costs and expense
<br />MEDSURETY may incur or be asked to pay), which arise, directly or indirectly, from such prior
<br />administrative services, including, but not limited to, any liability, losses, damages, claims,
<br />lawsuits, or causes of action and any costs and expenses associated therewith (including any
<br />MEDSURETY may incur or be asked to pay) arising under any law.
<br />G. Limitation of MEDSURETY. MEDSURETY shall exercise, in the performance of its duties,
<br />reasonable care and shall be liable for loss only when caused by MEDSURETYMEDSURETY
<br />, or
<br />material breach of this Agreement. MEDSURETY shall be responsible for direct damages caused
<br />by its failure to satisfy its duties hereunder; provided, however, that MEDSURETY shall not be
<br />liable for any incidental or consequential damages caused by its failure to satisfy its duties
<br />hereunder or for any benefits payable under the Plans. MEDSURETY shall not be liable for the
<br />processing of Plan activity that is delayed due to circumstances beyond its reasonable control,
<br />including, but not limited to, national, state, or city disaster, acts of God, severe weather, or any
<br />other circumstances that would affect MEDSURETY or its trading platforms, software, voice
<br />response systems, or Internet systems. MEDSURETY shall also not be liable for processing of
<br />Plan activity where such processing directly or indirectly relates to or is conditioned upon on the
<br />actions of a party that previously provided administrative services to the Plan(s) if MEDSURETY
<br />has not received accurate information regarding the prior actions of such other party in a timely
<br />manner and/or the prior actions of such other party were in error.
<br />H. Reliance on Data & Direction. Notwithstanding any provision of this Agreement to the contrary,
<br />MEDSURETY is not responsible or liable for any acts or omissions made pursuant to any direction,
<br />consent or other request reasonably believed by MEDSURETY to be genuine and from an
<br />authorized representative of the Employer and Plan Administrator. MEDSURETY is not responsible
<br />or liable for acts or omissions made in reliance on erroneous data provided by Employer or Plan
<br />Administrator to the extent MEDSURETY's acts or omissions are attributable to the erroneous
<br />data, or for the failure of Employer or Plan Administrator to perform their obligations under this
<br />Agreement.
<br />MEDSURETY, LLC
<br />9
<br />Administration Agreement (Non-ERISA) Exhibit
<br />Business Associate Agreement
<br />
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