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trator's responsibilities hereunder are intended to be limited to those of a contract claims adminis- <br /> � trator rendering advice to and administering claims on behalf of the plan administrator of the Em- <br /> ployer's plan. As such, the Claim Administrator is intended to be a service provider but not a <br /> fiduciary with respect to the Employer's ERISA welfare benefit plan. The Employer represents <br /> that its ERISA welfare benefit plan contains the plan procedure described above regarding the <br /> designation of responsibilities under a plan, and accordingly,the Claim Administrator may, pur- <br /> suant to Sections 402(c)(2)and 405(c)(1)(B) of ERISA, render advice with respect to claims and <br /> administer claims on behalf of the plan administrator of the Employer's ERISA benefit plan.The <br /> Claim Administrator has no other authority or responsibility with respect to Employer's employee <br /> benefit plan. <br /> XX. PROPRIETARY MATERIALS <br /> The Employer acknowledges that the Claim Administrator has developed operating manuals,certain <br /> symbols, trademarks, service marks, designs, data, processes, plans, procedures and information, <br /> all of which are proprietary information ("Business Proprietary Information"). The Employer shall not <br /> use or disclose to any third party Business Proprietary Information without prior written consent of the <br /> Claim Administrator. Neither party shall use the name, symbols, trademarks or service marks of the <br /> other party or the other party's respective clients in advertising or promotional materials without prior <br /> written consent of the other party; provided, however, that the Claim Administrator may include the <br /> Employer in its list of clients. <br /> XXI. RECORDS <br /> All Claim records, excluding any and all Business Proprietary Information, in the possession of the <br /> Claim Administrator are and shall remain the property of the Employer upon termination of this Agree- <br /> ment.The Claim Administrator shall return such property upon request in a form as agreed upon by <br /> • the parties at the cost of preparing such property for transmittal to be borne by the Employer.All such <br /> Claim records shall be retained by the Claim Administrator until the Claim Administrator receives a <br /> request from the Employer for transmittal, or for a period of five (5)years after the date of termination, <br /> whichever occurs first. <br /> XXII. APPLICABLE LAW <br /> This Agreement, to the extent not preempted by ERISA, shall be governed by the laws of the state <br /> of Illinois. <br /> XXIII. AMENDMENTS <br /> This Agreement may be amended by mutual agreement of the parties hereto at any time, but, to be <br /> effective, any amendment hereto must be in writing and signed by an authorized representative of <br /> each party. <br /> XXIV. LIMITATIONS <br /> No civil action shall be brought to recover under this Agreement after the expiration of three (3)years <br /> from the date the cause of action accrued, except to the extent that a later date is permitted under <br /> Section 413 of ERISA. <br /> XXV. NOTICES <br /> All notices,directions or requests underthisAgreementshall be in writing and shall either be delivered <br /> or mailed, Certified or Registered Mail, to the other addressed as follows: <br /> If to the Claim Administrator: <br /> Health Care Service Corporation <br /> a Mutual Legal Reserve Company <br /> � 300 East Randolph Street <br /> Chicago, Illinois 60601-5099 <br /> - 15 - <br />