law restricting
the transmission of notices or other information in accordance with the
foregoing, such party shall notify the other party hereto of such change in law
and such resulting restriction.
SECTION 19.07
CONSENT TO JURISDICTION.
SUBJECT TO THE TERMS AND
CONDITIONS OF ARTICLE XV, THE REINSURER AGREES THAT IN THE EVENT OF THE FAILURE
OF THE REINSURER TO PERFORM ITS OBLIGATIONS UNDER THE TERMS OF THIS AGREEMENT,
THE REINSURER, AT THE REQUEST OF THE CEDING COMPANY, SHALL (A) SUBMIT TO THE
JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION IN ANY STATE OF THE UNITED
STATES, (B) COMPLY WITH ALL REQUIREMENTS NECESSARY TO GIVE SUCH COURT
JURISDICTION, AND (C) ABIDE BY THE FINAL DECISION OF SUCH COURT OR OF ANY
APPELLATE COURT IN THE EVENT OF AN APPEAL.
THIS SECTION 19.07 IS NOT INTENDED
TO CONFLICT WITH OR OVERRIDE ARTICLE XV.
SECTION 19.08
SERVICE OF PROCESS.
THE REINSURER HEREBY DESIGNATES THE
IOWA INSURANCE COMMISSIONER AS ITS TRUE AND LAWFUL ATTORNEY UPON WHOM MAY BE
SERVED ANY LAWFUL PROCESS IN ANY ACTION, SUIT OR PROCEEDING INSTITUTED BY OR ON
BEHALF OF THE CEDING COMPANY.
A COPY OF ANY SUCH PROCESS SHALL BE DELIVERED TO
THE REINSURER IN ACCORDANCE WITH SECTION 19.06.
THIS SECTION 19.08 IS NOT
INTENDED TO CONFLICT WITH OR OVERRIDE ARTICLE XV.
SECTION 19.09
INSPECTION OF RECORDS.
(A)
UPON GIVING AT LEAST FIVE (5) BUSINESS DAYS' PRIOR WRITTEN NOTICE,
THE REINSURER, OR ITS DULY AUTHORIZED REPRESENTATIVES, WILL HAVE THE RIGHT TO
AUDIT, EXAMINE AND COPY, DURING REGULAR BUSINESS HOURS, AT THE HOME OFFICE OF
THE CEDING COMPANY, ANY AND ALL BOOKS, RECORDS, STATEMENTS, CORRESPONDENCE,
REPORTS, AND OTHER DOCUMENTS THAT RELATE TO THE REINSURED POLICIES, THE HEDGES
OR THIS AGREEMENT, 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.
39
SECTION 19.10
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"