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settlement of any claim, demand or lawsuit related to the Losses without Employer's written consent. 3.2 In addition to any other remedies at law or in equity available to the Employer for breach of this Service Agreement by LRSC, LRSC will indemnify Employer, its officers, employees and agents from and against any Losses imposed on or incurred by Employer, its officers, employees and agents by reason of its or their participation in this Service Agreement, including any Losses arising out of any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the extent such Losses are the result of LRSC's intentional wrongdoing or its negligent actions or omissions. In addition, Lincoln will have no liability with respect to claims of breach of fiduciary duty for (i) the inclusion, exclusion, or deletion of Investments in the Program, (ii) monitoring of such Investments after the Employer's selection of them as an investment option for the Plan, or (iii) providing the Recordkeeping Services. As a condition of indemnification, (i) Employer shall give LRSC timely notice in writing of any potential Losses promptly after Employer becomes aware of them; (ii) LRSC shall, at its option, have sole control of the defense of such Losses; and (iii) Employer shall cooperate with LRSC in the defense of such Losses. LRSC shall not be responsible for the settlement of any claim, demand or lawsuit related to the Losses without LRSC's written consent. ARTICLE 4 GENERAL PROVISIONS 4.1 Governing Law. This Service Agreement, including any attachments hereto, and the Manual and any attachments thereto will be governed by and interpreted under the laws of the State of Indiana without regard to its conflicts of law. 4.2 Entire Agreement. This Service Agreement, including any attachments hereto and the Manual, including any attachments thereto, represent the entire agreement between LRSC and the Employer and is not intended as an agreement between, or to reflect the rights and responsibilities of, any other parties, other than the Parties as defined herein. The Parties have read this Service Agreement, and have had the opportunity to review it with counsel of their choice, and agree to all of the terms of this Service Agreement. To the degree there are any ambiguities, the parties agree that they shall not be construed against the drafter. 4.3 Termination. This Service Agreement will remain in effect until terminated by either LRSC or the Employer upon at least 60 days' written notice to the other; provided, however, that the Party being provided with notice of termination may waive the 60 -day time period and agree to an earlier termination effective date. 4.4 Acknowledgment of Receipt. The Employer acknowledges receipt of the Manual and understands that the services referred to in this Service Agreement and Manual will be provided in accordance with the Service Agreement and Manual, unless LRSC agrees otherwise in writing. 4.5 Notices. Any notices that may be required under this Service Agreement will be in writing and either hand delivered, sent via a nationally recognized overnight delivery Indian River County BOCC 457(b) INDR-001 1423269 Page 12 of 20