SUBJECT TO THE CONFIDENTIALITY PROVISIONS CONTAINED IN THIS
AGREEMENT.
IN THE EVENT THE REINSURER EXERCISES ITS INSPECTION RIGHTS, THE
CEDING COMPANY MUST PROVIDE A REASONABLE WORK SPACE FOR SUCH AUDIT, EXAMINATION
OR COPYING, COOPERATE FULLY AND FAITHFULLY, AND PRODUCE ANY AND ALL MATERIALS
REASONABLY REQUESTED TO BE PRODUCED, SUBJECT TO CONFIDENTIALITY PROVISIONS
CONTAINED IN THIS AGREEMENT.
THE EXPENSES RELATED TO ANY TWO SUCH INSPECTIONS
IN ANY CALENDAR YEAR SHALL BE BORNE BY THE CEDING COMPANY; PROVIDED THAT IF ANY
BREACH OF THIS AGREEMENT BY THE CEDING COMPANY HAS OCCURRED, THE EXPENSES
RELATING TO ALL SUCH INSPECTIONS SHALL BE BORNE BY THE CEDING COMPANY.
(B)
THE REINSURER'S RIGHT OF ACCESS AS SPECIFIED ABOVE WILL SURVIVE
UNTIL ALL OF THE REINSURER'S OBLIGATIONS UNDER THIS AGREEMENT HAVE TERMINATED OR
BEEN FULLY DISCHARGED.
SECTION 18.10
CONFIDENTIALITY.
(A)
THE PARTIES WILL KEEP CONFIDENTIAL AND NOT DISCLOSE OR MAKE
COMPETITIVE USE OF ANY SHARED PROPRIETARY INFORMATION, AS DEFINED BELOW, UNLESS:
(I)
THE INFORMATION BECOMES PUBLICLY AVAILABLE OR IS OBTAINED OTHER
THAN THROUGH UNAUTHORIZED DISCLOSURE BY THE PARTY SEEKING TO DISCLOSE OR USE
SUCH INFORMATION;
(II)
THE INFORMATION IS INDEPENDENTLY DEVELOPED BY THE RECIPIENT;
(III)
THE DISCLOSURE IS REQUIRED BY LAW, PROVIDED THAT, IF APPLICABLE,
THE PARTY REQUIRED TO MAKE SUCH DISCLOSURE WILL ALLOW THE OTHER PARTY TO SEEK AN
APPROPRIATE PROTECTIVE ORDER.
"PROPRIETARY INFORMATION" 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.
35
(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 18.11
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.
SECTION 18.12
ENTIRE