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A TRUE COPY It D. I 1 . CERTIFICATION ON LAST PAGE EXHIBIT " D " J . K . BARTON , CLERK to the 1Qn ADMINISTRATIVE SERVICES AGREEMENT between BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC . and INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS CONFIDENTIALITY AND INDEMNITY AGREEMENT This Agreement, effective. July 1 , 2010 is entered into between Blue Cross and Blue Shield of Florida, Inc . (hereinafter " Administrator ") , and Indian River County Board of County Commissioners (hereinafter " Employer " ) , Symetra (hereinafter " Stop Loss Carrier " ) and The Gehring Group (hereinafter " Broker" ) . WHEREAS , Employer has established and maintains a self-insured Employee Welfare Benefit Plan pursuant to the Employee Retirement Income Security Act of 1974 to provide certain benefits as its Group Health Plan ( hereinafter " Plan ") for covered group members and their covered dependents : and WHEREAS , Administrator and Employer have entered into an agreement for the administration of the Group Health Plan (hereinafter " Administrative Services Agreement " ) ,. and WHEREAS , Employer has directed Administrator to provide Stop Loss Carrier and/or Broker access to certain Confidential Information (hereinafter defined) for cases which meet the criteria set forth in attached Exhibit 1 , which Employer has determined is necessary for Stop Loss Carrier and/or Broker to perform the certain services for the Employer ; and WHEREAS , Administrator desires to safeguard the confidentiality of the medical claims and other information acquired with regard to the covered group members and their covered dependents and to safeguard information regarding Administrator' s policies and procedures which are regarded as confidential and proprietary ; and WHEREAS , Employer, Stop Loss Carrier. and Broker recognize the legitimate interests of Administrator and the individuals whose health benefits are administered by Administrator in the proprietary , confidential , and private nature of such Confidential Information , and Administrator is willing to provide the Confidential Information only if its use is restricted to the purpose for which it is released and its confidentiality is maintained ; NOW . THEREFORE , for good and valuable consideration , the parties hereby agree as follows : 1 . For the purposes of this Agreement , " Confidential Information " means the information listed below in this Paragraph 1 , any information that Stop Loss Carrier and/or Broker learns or becomes aware of, directly or indirectly , through the disclosure of Confidential - Dl -