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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 6.3 Parties agree that in the event either becomes aware of the occurrence of a breach of security with respect to Confidential Information, they will immediately act to stop such breach and as soon as practicable thereafter, notify the other in writing, of the breach, the extent of the breach, and possible consequences of the breach. Each shall undertake all reasonable actions under the circumstances to respond to the breach and to assure the other that it has made its best effort to mitigate any damages that may result from the breach. This provision shall survive the termination or expiration of this Agreement. 7. Safeguard 7.1 The Gramm -Leach -Bliley Act requires financial institutions and their service providers to create safeguards for customer records and information. The objectives of the safeguards are to (1) insure the security and confidentiality of customer records and information; (2) protect against any anticipated threats or hazards to the security or integrity of such records; (3) detect unauthorized access to or use of such records or information and (4) protect against unauthorized access to or use of such records or information that would result in substantial harm or inconvenience to any customer (the "Safeguarding Objectives"). In order to implement these safeguarding requirements, both are required to have written contracts with their service providers (any person or entity that maintains, processes, or otherwise is permitted access to customer information) that requires the service provider implement appropriate measures designed to meet the Safeguarding Objectives. 7.2 Lively may immediately suspend and/or terminate the applicable Addendum and/or the entire Agreement if Employer does not complete or pass the due diligence screening performed by Lively. This due diligence may include, but is not limited to, performing Know Your Customer screening on each beneficial owner and/or controller of Employer, as required by FinCEN. Lively will also screen Employer against the OFAC watchlists. Employer will undergo OFAC re-screen(s) at a cadence determined by Lively. 7.3 Employer represents and agrees that it has and will maintain in place commercially reasonable precautions to safeguard the confidentiality, security and integrity of Confidential Information in a manner designed to meet the Safeguarding Objectives. 8. Identify Theft Program Employer acknowledges that Sections 114c and 315 of the The Fair and Accurate Credit Transactions Act of 2003, Pub.L. 108-159 ("FACTA") require financial institutions and their service providers to create an Identity Theft Prevention Program designed to detect, prevent and mitigate identity theft. The program must include (1) procedures to identify relevant patterns, practices or specific activity that indicates the possible existence of identity theft ("Red Flags"); (2) detect Red Flags; (3) respond appropriately to detected Red Flags and (4) periodic updates to the identity theft program. For the sake of this section, "identity theft" shall have the meaning set forth in 16 CFR 603.2. Employer agrees to assist Lively in meeting its regulatory compliance with FACTA by notifying Lively immediately upon discovery of any pattern, practice or specific activity that indicates the possible existence of Identity Theft. This is in addition to any notification procedures required under Section 10 of this Agreement (Safeguards). 9. Intellectual Proptrty Rights