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1.8 Participants' Instructions. Employer instructs LRSC to follow any instructions by Plan participants regarding their Investments or transactions in the manner and under the conditions set forth in this Service Agreement, including, without limitation, the provisions of the Manual. Any applicable transaction fee will be set forth in Exhibit C. 1.9 Reserved. 1.10 Plan Documents. LRSC has provided the plan documents pursuant to which the Plan will be administered. Employer acknowledges that its counsel has had an opportunity to review such documents. LRSC acknowledges that it bears responsibility for updating and amending such plan documents from time to time to the extent necessary to reflect changes in law that affect the formal compliance status of such documents. Employer acknowledges that LRSC shall not bear responsibility for updating or amending such documents to reflect changes in the design or features of the Plan made by Employer unless and until the Employer has requested any such changes in writing. 1.11 Reserved. 1.12 Representations and Warranties. LRSC and Employer represent and warrant to each other, upon execution and while this Service Agreement is in effect as follows: a. It is not bound by any agreement or arrangement or law or regulation which would preclude it from entering into, or from fully performing the services or obligations required under this Service Agreement; and b. Its license or certification in any jurisdiction has never been denied, suspended, revoked, terminated, voluntarily relinquished under threat of disciplinary action, or restricted in any way. 1.13 Confidentiality. Each Party recognizes and acknowledges that, by virtue of entering into this Service Agreement, it may have access to certain information of the other Party that is confidential or proprietary and constitutes valuable, special and unique property of that Party ("Confidential Information"). Each Party agrees that it will not at any time, either during or subsequent to the term of this Service Agreement, disclose to others, use, copy or permit to be copied, any Confidential Information, without the other Party's express prior written consent, except pursuant to LRSC's duties hereunder and or as required by applicable law. Notwithstanding the foregoing and except to the extent that it constitutes personally identifiable information within the meaning of applicable privacy laws, "Confidential Information" shall not include any information that: (a) is or becomes generally available to the public, other than as a result of a breach of this Service Agreement; (b) is lawfully obtained from a third party with the right to disclose such information; or (c) is independently developed by a Party without use of the other Party's Confidential Information. Employer expressly consents to the disclosure of its Confidential Information to its Plan consultant; financial professional (including a registered investment advisor ("RIA")); third party administrator ("TPA"); payroll provider; accountant; broker/dealer as defined herein; any other third party who provides benchmarking analysis or analytics regarding the Plan or Plan participants; and any other third party; and in all cases, such persons shall have Indian River County BOCC 457(b) INDR-001 1423269 Page 4 of 20