INCLUDES, BUT IS NOT LIMITED TO, UNDERWRITING MANUALS
AND GUIDELINES, APPLICATIONS, CONTRACT FORMS, AGENT LISTS AND PREMIUM RATES AND
ALLOWANCES OF THE REINSURER AND THE CEDING COMPANY, BUT SHALL NOT INCLUDE THE
EXISTENCE OF THIS AGREEMENT AND THE IDENTITY OF THE PARTIES.
ADDITIONALLY,
PROPRIETARY INFORMATION MAY BE SHARED BY EITHER PARTY ON A NEED-TO-KNOW BASIS
WITH ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, THIRD PARTY SERVICE
PROVIDERS, AUDITORS, CONSULTANTS OR RETROCESSIONAIRES, OR IN CONNECTION WITH THE
DISPUTE PROCESS SPECIFIED IN THIS AGREEMENT.
(B)
IN ADDITION, THE REINSURER AND ITS REPRESENTATIVES AND SERVICE
PROVIDERS WILL PROTECT THE CONFIDENTIALITY AND SECURITY OF NON-PUBLIC PERSONAL
INFORMATION, AS DEFINED BELOW, BY:
(I)
HOLDING ALL NON-PUBLIC PERSONAL INFORMATION IN STRICT CONFIDENCE;
(II)
MAINTAINING APPROPRIATE MEASURES THAT ARE DESIGNED TO PROTECT THE
SECURITY, INTEGRITY AND CONFIDENTIALITY OF NON-PUBLIC PERSONAL INFORMATION;
(III)
DISCLOSING AND USING NON-PUBLIC PERSONAL INFORMATION RECEIVED
UNDER THIS AGREEMENT FOR PURPOSES OF CARRYING OUT THE REINSURER'S OBLIGATIONS
UNDER THIS AGREEMENT, FOR PURPOSES OF RETROCESSION, OR AS MAY BE REQUIRED OR
PERMITTED BY LAW.
"NON-PUBLIC PERSONAL INFORMATION" IS PERSONALLY IDENTIFIABLE MEDICAL, FINANCIAL,
AND OTHER PERSONAL INFORMATION ABOUT PROPOSED, CURRENT AND FORMER APPLICANTS,
POLICY OWNERS, CONTRACT HOLDERS, INSUREDS, ANNUITANTS, CLAIMANTS, AND
BENEFICIARIES OF REINSURED POLICIES OR CONTRACTS ISSUED BY THE CEDING COMPANY,
AND THEIR REPRESENTATIVES, THAT IS NOT PUBLICLY AVAILABLE.
NON-PUBLIC PERSONAL
INFORMATION DOES NOT INCLUDE DE-IDENTIFIED PERSONAL DATA, I.E., INFORMATION THAT
DOES NOT IDENTIFY, OR COULD NOT REASONABLY BE ASSOCIATED WITH, AN INDIVIDUAL.
SECTION 19.11
SUCCESSORS.
THIS AGREEMENT WILL BE BINDING UPON THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS INCLUDING ANY
AUTHORIZED REPRESENTATIVE OF EITHER PARTY.
NEITHER PARTY MAY EFFECT ANY
NOVATION OF THIS AGREEMENT WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT.
40
SECTION 19.12
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS HERETO
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE BUSINESS
REINSURED HEREUNDER AND SUPERSEDE ANY AND ALL PRIOR REPRESENTATIONS, WARRANTIES,
PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
THERE ARE NO UNDERSTANDINGS BETWEEN THE PARTIES OTHER
THAN AS EXPRESSED IN THIS AGREEMENT AND THE EXHIBITS HERETO.
IN THE EVENT OF
ANY EXPRESS CONFLICT BETWEEN THIS AGREEMENT AND THE EXHIBITS HERETO, THE
EXHIBITS HERETO WILL CONTROL.
SECTION 19.13
SEVERABILITY.
DETERMINATION THAT ANY PROVISION OF THIS
AGREEMENT IS INVALID OR UNENFORCEABLE WILL NOT AFFECT OR IMPAIR THE VALIDITY OR
THE ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT.
SECTION 19.14
CONSTRUCTION.
THIS AGREEMENT WILL BE CONSTRUED AND
ADMINISTERED WITHOUT REGARD TO AUTHORSHIP AND WITHOUT ANY PRESUMPTION OR RULE OF
CONSTRUCTION IN FAVOR OF EITHER PARTY.
THIS AGREEMENT IS BETWEEN SOPHISTICATED
PARTIES, EACH OF WHICH HAS REVIEWED THIS AGREEMENT AND IS FULLY KNOWLEDGEABLE
ABOUT ITS TERMS AND CONDITIONS.
SECTION 19.15
NON-WAIVER.
NEITHER THE FAILURE NOR ANY DELAY ON THE PART OF
THE CEDING COMPANY OR THE REINSURER TO EXERCISE ANY RIGHT, REMEDY, POWER, OR
PRIVILEGE UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE SHALL PRECLUDE THE
FURTHER EXERCISE OF THAT RIGHT, REMEDY,