R2000-207 AUTHORIZING APPLICATIONS

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XX. PROPRIETARY MATERIALS I� The Em lo er acknowled es that the Claim Administrator has develo ed o eratin manuals,cer- P Y 9 P P 9 tain symbols, trademarks, service marks, designs, data, processes, plans, procedures and in- formation, all of which are proprietary information ("Business Proprietary Information'�. The Em- ployer shall not use or disclose to any third party Business Proprietary Information without prior written consent of the Claim Administrator. Neither party shall use the name, symbols,trademarks or service marks of the other party or the other party's respective clients in advertising or promo- tional materials without prior written consent of the other party; provided, however,that the Claim Administrator may include the Employer in its list of clients. XXI. RECORDS All Claim records,excluding any and all Business Proprietary Information, in the possession ofthe Claim Administrator are and shall remain the property of the Employer upon termination of this Agreement.The Claim Administrator shall return such property upon request in a form as agreed upon by the parties at the cost of preparing such property for transmittal to be borne by the Em- ployer.All such Claim records shall be retained bythe Claim Administrator until the Claim Adminis- trator receives a request from the Employer for transmittal, or for a period of five (5)years after the date of termination, whichever occurs first. , XXII. APPLICABLE LAW , , This A reement,to the extent not reem ted b ERISA,shall be overned b the laws of the state 9 P P Y 9 Y of Illinois. XXIII. ENTIRE AGREEMENT � This A reement includin all Exhibits re resents the entire a reement and understandin s of the I�I � 9 , 9 , p 9 9 ' parties hereto and all prior agreements, understandings, representations and warranties,whether I written or oral,in regard to the subject matter hereof are and have been merged herein.In the event I of a conflict,the provisions of this Agreement and the Exhibits of this Agreement shall prevail.This , Agreement may be amended or altered in any of its provisions by the parties hereto, and any such ' change shall become effective when reduced to writing and signed by an authorized representa- tive of the parties or at such time as said amendment may provide. � XXIV. LIMITATIONS I No civil action shall be brought to recover under this Agreement after the expiration ofi three (3) �I years from the date the cause of action accrued, except to the extent that a later date is permitted I under Section 413 of ERISA. i XXV. YEAR 2000 The Claim Administrator has devised, and is executing, and will continue to execute a Year 2000 I Project Plan ("Project Plan")which is designed to mitigate the impact of the occurrence of the Year 2000 on the Claim Administrator's information systems. One of the goals of the Project Plan is I to make the Claim Administrator's information systems Year 2000 compliant. For purposes of this I Agreement, "Year 2000 Compliant"or"Year 2000 Compliance"means that the Claim Administra- �, tor's information systems will accurately recognize and process calendar-related (date/time)data (including without limitation, calculating, comparing,and sequencing)from, into,and between the twentieth and twenty-first centuries and the years 1999 and 2000. Based on current information, —_ � the Claim Administrator has no reasonable basis to conclude that such systems will be impacted �� by the Year 2000 date change so as to have a material adverse effect. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION,THE CLAIM ADMINISTRATOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO WHETHER ANY OF THE MIS- SION CRITICAL SYSTEMS WILL PERFORM BEFORE, DURING, OR AFTER THE YEAR 2000 - 16 -