161 / 499
Except as expressly prohibited by law, VRSCO will use its best efforts to deliver
such written notice to the Employer sufficiently in advance of the date on which
VRSCO is required to make such a disclosure, so that Employer has a reasonable
opportunity to oppose and prevent such disclosure.
8.11 Exceptions for Certain Data. Additionally, the obligations of this Section 8 shall
not apply to information that, without breach of obligations of confidentiality or
violation of law:
(1)
is independently developed by VRSCO;
(2)
is or becomes publicly known through no act or omission of VRSCO or
any VRSCO User;
(3)
was already known by VRSCO prior to the Effective Date of this
Agreement as evidenced by the written records of VRSCO; or
(4)
is obtained by VRSCO from an independent source who legally obtained
such information and has no confidentiality obligations to Employer or
any of the affected Participating Employees.
Moreover, Employer Data and Participating Employee Data shall not include data
a Vendor obtains from VRSCO, and VRSCO shall have no obligation to monitor
the use of such data by a Vendor, so long as the data is processed and handled by
VRSCO in accordance with this Agreement.
8.12 Employer Data and Participating Employee Data Upon Termination/Expiration.
Upon the expiration or termination of this Agreement for any reason, VRSCO
shall
(1) return or destroy, at the discretion of and instruction of Employer, all
Employer Data and
(2) destroy or, if requested by a Participating Employee, return, all Participating
Employee Data owned by that Participating Employee,
that VRSCO is not obligated or authorized, as set forth in this Agreement or as
required by law, to retain following such termination or expiration. Any
Employer Data or Participating Employee Data so retained by VRSCO after
expiration or termination of this Agreement shall be returned or destroyed, at the
discretion of and instruction of the Employer or the Participating Employee,
respectively, by VRSCO at the time its contractual and legal authority to retain
such data expires. For purposes of this Section 8.12, the Employer Data or
Participating Employee Data shall include all Employer Data or Participating
Employee Data stored in Retirement Manager, any VRSCO databases, or in any
backup copies of the Employer Data or Participating Employee Data. VRSCO
will certify in writing to Employer that VRSCO has complied with the
8