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C.Confidential Business Information.MEDSURETY, LLC, Adopting Employer,and Plan
<br />Administrator shall each take all necessary steps to protect the other part confidential
<br />business information. Such information shall not be disclosed to third parties without the express
<br />written consent of the other parties unless required by law or court order.
<br />D. Nonpublic Data. MEDSURETY, LLC, Adopting Employer, and Plan Administrator shall comply with
<br />applicable state law governing the use and disclosure of nonpublic, private, and/or confidential
<br />data to the extent applicable.
<br />E. Transfer of Records. When this Agreement ends, MEDSURETY, LLC may transfer to Adopting
<br />Employer, Plan Administrator, and/or any successor administrator those records MEDSURETY,
<br />LLC determines are reasonably necessary to effectuate a smooth transition of administration of
<br />the Plan(s) and any other records MEDSURETY, LLC possesses that relate to the Plans.
<br />MEDSURETY, LLC intends that this transfer of records will satisfy its obligation to maintain such
<br />records as described above. MEDSURETY, LLC shall provide Plan Administrator an opportunity to
<br />review the records and obtain copies of any such records in addition to the records MEDSURETY,
<br />LLC has identified as necessary for a smooth transition or otherwise transferred. The details of
<br />such transfer including, but not limited to, the means, method and timing, shall be agreed to by
<br />the parties. All costs associated with such a record review and transfer will be paid by the
<br />Adopting Employer and/or Plan Administrator. Notwithstanding anything to the contrary herein,
<br />MEDSURETY, LLC shall not provide records to any person that would violate HIPAA or any other
<br />applicable laws.
<br />F. HIPAA Business Associate. MEDSURETY, LLC acknowledges its role as a business associate of
<br />certain Plan(s) for purposes of the privacy and security standards under HIPAA. Exhibit D reflects
<br />the business associate agreement(s).
<br />V. Indemnification and Limitation of Liability
<br />A. MEDSURETY, LLC MEDSURETY, LLC shall indemnify, hold harmless, and
<br />defend the Plan Administrator and the Adopting Employer and their directors, officers,
<br />employees, and agents from and against any and all liabilities, losses or damages arising out of
<br />any third-party claims, lawsuits, or causes of action, and any costs and expenses associated
<br />therewith (including
<br />incur or be asked to pay), to the extent they arise, directly or indirectly, from MEDSURETY, LLC
<br />negligence, gross negligence, willful misconduct, fraud, criminal conduct, or material breach of
<br />this Agreement, including, but not limited to, any liability, losses, damages, claims, lawsuits, or
<br />the Plan Administrator and Adopting Employer may incur or be asked to pay) arising under any
<br />law.
<br />B. Indemnification by the Plan Administrator for Coverage Decisions. If the Plan Administrator
<br />reverses a decision made by MEDSURETY, LLC, including a decision to provide Continuation
<br />Coverage, or provides direction to MEDSURETY, LLC regarding the application of applicable law
<br />that differs from MEDSURETY, LLC, the Plan Administrator shall notify
<br />MEDSURETY, LLC in writing of such decision and shall indemnify, hold harmless, and defend
<br />MEDSURETY, LLC from and against any and all liabilities, losses, damages, claims, lawsuits, causes
<br />of action, costs, and expenses MEDSURETY, LLC may incur because of any such reversal by the
<br />Plan Administrator.
<br />C. No Guarantee of Benefits. MEDSURETY, LLC 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, LLC. MEDSURETY, LLC is not
<br />and shall not be deemed a guarantor with respect to any benefits payable under the Plans.
<br />Continuation and/or Retiree Billing 6
<br />Administrative Agreement (public sector)
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