License Services Agreement - AccordWare LLC - Benefit Website for City of South Bend Employees

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any business for a self -insured Sponsor which is subject to the provisions of the ERISA, Client shall ensure that its activities in regard to those Plans are in compliance with ERISA. Each party shall be responsible for interfacing with regulatory authorities on matters relating to compliance with laws or regulations which are directly applicable to its business, including matters related to licenses necessary for each party to operate its business, though each party shall cooperate with the other in resolving any regulatory matters relating to this Agreement. Each party to this Agreement shall notify all other parties to this Agreement upon becoming aware of any change in law or regulation applicable to Client, an Administrator or Sponsor that is likely to impact the provision of services in connection with this Agreement. Client acknowledges and agrees that Company does not act as a fiduciary of a Plan for purposes of ERISA by providing any of the Services, or any other cost -containment function, described in this Agreement. 10.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the fullest extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent possible in accordance with their terms. 10.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. 10.10 Allocation of Risk. The parties acknowledge and agree that the Company prices and terms of Agreement are in reliance upon the limitations of liability specified herein, which allocate the risk between Company and Client, 10.11 Attorney Fees. The parties agree that in the event of any breach or alleged breach of this Agreement, each party will pay their own attorney and expert fees. 10.12 No Legal or Health Advice, Company is in the business of providing computer -based benefits administration services. Company does not, and is not in the business of, providing legal, financial or medical services or advice. Moreover, Client acknowledges that it has been advised to consult with its legal and/or medical counsels, including, without limitation, with respect to matters involving employment law and personnel policies and practices prior to use of the Software, and that Company shall have no liability, express or implied, related to the content in the Software. 10.13 Data Ownership. Client is the owner of all employee data collected in the course of Services provided. Service Company will continue to protect the data as set forth in this Agreement and the Business Associate Agreement between the parties. Upon termination of this Agreement, Service Company will transfer a copy of all collected employee data to a vendor chosen by Client or to Client directly at no additional cost using existing BenXpress Data reporting formats. Client may elect to receive employee data in customized reporting formats with an agreed upon fee paid 50% in advance and 50% upon delivery of reporting data. 10.14 Data Retention Policy. Company, in its capacity as a Business Associate and otherwise, will receive and maintain individual identified information, which may or may not constitute Protected Health Information (PHI). Client acknowledges that Company will retain and maintain individual identified information and PHI as follows: a) During the Term of this Agreement. Throughout the term of this Agreement, Company will retain in its data storage system all individual identifiable information, whether PHI or not ("Individual Participant Data"), for as long as it may be necessary for the proper management and administration of its Iegal responsibilities to Client, including but not limited to tax information reporting or audit requirements applicable to Client, Client's Plan, or the individual to whom the data pertains. At such time as Individual Participant Data is no longer necessary for the proper management and administration of its legal responsibilities to Client or the individual to whom the data pertains, Company will expunge all such Individual Participant Data fiom its systems. b) Following Termination of this Agreement. Company, as a Business Associate, will retain PHI and Individual Participant Data which is necessary for Company to continue its proper management and administration responsibilities or to carry out its legal responsibilities for twelve (12) months following termination of this Agreement, at which point all Individual Participant Data will be fully de -identified and there after used for data aggregation purposes or destroyed, at Company's sole discretion. COSB Agreement Confidential Page 5 of 10