164 / 499
control including, but not limited to, acts of God, strikes, epidemics, war, riots, flood,
fire, sabotage, material changes in applicable laws or regulations or court orders over
which a party has no control that prohibit that party from performing all of its obligations
under this Agreement (collectively, a “
Change in Laws
”), or any other circumstances of
like character (each, a “
force majeure occurrence
”). Provided, however, in order to
ensure the orderly performance and, if necessary, transition of responsibilities under this
Agreement, each party is responsible for:
(a)
monitoring the applicable legal and regulatory environments and identifying any
potential Change in Laws as far in advance as is reasonably possible, and
(b)
ensuring that the other party is made aware of and is fully informed about any
potential Change in Laws as far in advance as is reasonably possible.
20.
Captions.
The captions of sections and subsections in this Agreement are for
convenience only and will not be considered or referred to in resolving questions of
interpretation or construction.
21.
Data; Direction.
Employer acknowledges that the accuracy of Retirement Manager is
based on the Employer, Vendor and/or Participating Employee’s providing VRSCO
complete and accurate data and that the accuracy of Retirement Manager depends on all
adjustments and corrections being made through Retirement Manager. Employer also
acknowledges that if it agrees to accept data from a Vendor other than through
Retirement Manager, Employer shall be responsible for entering the data in Retirement
Manager. VRSCO shall be entitled to rely on and will be fully protected in acting on data
and direction provided by the Employer, the Plan Administrator, or another authorized
Plan representative or the Participating Employee and will have no duty to inquire with
respect to such data or direction.
22.
ADDITIONAL LIMITATION
.
IN NO EVENT SHALL VRSCO BE LIABLE TO EMPLOYER FOR ANY
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, OR
SIMILAR DAMAGES OR LOSS, EVEN IF VRSCO HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
23.
Default and Termination.
23.1 At such time as neither VRSCO nor any of its affiliates is a Vendor, VRSCO shall
have the right to terminate this Agreement prior to the conclusion of the
Agreement Term upon forty-five (45) days’ written notice.
23.2 In the event of a material failure by a party hereunder to perform in accordance
with the terms hereof, the other party may terminate this Agreement upon forty-
five (45) days’ written notice of termination setting forth the nature of the failure
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