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such authority as is necessary to process or otherwise resolve undisputed claims, eligibility <br />questions, or other matters governed by this Agreement, but the Plan Sponsor reserves <br />ultimate authority with respect to those and all other aspects of the Plan. <br />2. Ameritas shall have no responsibility to provide Summary Plan Descriptions or other <br />disclosures required under the PHSA; comply with COBRA or state continuation of <br />coverage requirements; or to comply with HIPAA portability requirements. If such <br />obligations exist, they shall be the sole responsibility of Plan Sponsor and not the <br />responsibility of Ameritas. <br />B. Indemnification <br />1. General Indemnity. Subject to the limitations on liability contained in Section VII.B.2, <br />below, each Party ("Indemnitor") shall indemnify and hold the other Party harmless from <br />and against any and all claims, suits, liabilities, obligations, damages and expenses <br />(including reasonable attorneys' fees and expenses of litigation) arising out of either <br />Indemnitor's (or Indemnitor's agent, employee, subcontractor, or Designee) performance <br />or failure to perform in accordance with the terms of this Agreement or any negligence or <br />willful misconduct of any kind on the part of Indemnitor. Ameritas or Plan Sponsor, as <br />applicable, shall reasonably cooperate with the indemnifying Party in connection with the <br />indemnifying Party's obligations under this section. <br />2. Limitation of Liability. Except for breach by either Party of Sections VII. C. or D., below, <br />neither Party shall be liable to the other for any indirect, special, incidental, exemplary, <br />reliance, punitive or consequential damages arising out of or related to this agreement, even <br />if advised of the possibility thereof. <br />3. Survival. The provisions of this Section VII. B. shall survive the expiration or termination <br />of the Agreement. <br />C. Proprietary Interest <br />Plan Sponsor acknowledges that the claims paying, administration and eligibility systems <br />employed by Ameritas and, if applicable, the Ameritas PPO Network and the listing of the <br />dental providers participating therein, have been developed by Ameritas and that Ameritas has <br />a proprietary interest therein. Plan Sponsor further agrees that at no time shall Plan Sponsor <br />or any of its employees use such other than for the intended purposes of this Agreement. <br />D. Confidentiality and Privacy <br />Except as otherwise provided in this Agreement, all information communicated to one Party <br />by the other Party, whether before or after the Effective Date of this Agreement, was and shall <br />be, to the extent permitted by law, received in confidence and shall be used only for purposes <br />of this Agreement. No such information, including without limitation the provisions of this <br />Agreement, shall be disclosed by the recipient Party to other persons including its own <br />employees, except as may be necessary by reason of legal, accounting, regulatory or <br />administrative requirements under this Agreement. The Parties further agree to comply with <br />all applicable laws respecting privacy and security, including HIPAA, and agree to abide by <br />the HIPAA Business Associate Addendum, which is incorporated herein and attached hereto <br />