Outsourcing Master Service Agreement

Section 13.03 Exclusions. The use and disclosure restrictions in this section do not apply: 1) confidential information already known to a party on a non-confidential basis, as shown in previous statements when disclosed by the other party; (2) confidential information that is not disclosed to the public by a breach of an act of trust or other unlawful act committed by a party or its employees, representatives or contractors (excluding PIIs); (3) Confidential information received from a third party if, following an appropriate request, that party does not know that such confidential information is covered by a confidentiality or confidentiality agreement; and (4) confidential information developed by one party, regardless of the disclosure or receipt of the other party. Section 5.01 Service Sites. The Milliman Group will provide the services as part of a SOW of the service sites defined in this SOW. The provision of services from any other service site, as well as all additional services to be provided from an authorized service site, must be pre-approved by Voya (at its discretion). If Milliman Group requests the relocation or use of another service site, milliman Group is reimbursed by Milliman to Voya for all additional costs and costs reasonably incurred by Voya Group as a result of such a move or use. If Voya Group requests that Voyman Group provide services from another service site, Milliman Group will relocate the provision of these services in accordance with this requirement, and Voya Milliman will reimburse all additional costs and costs attributable to it as a result of the relocation or use of such a site; However, provided that all additional costs and costs incurred at Voya Group as a result of a move following a request from the Voya Group, on the basis of the following amount, milliman`s refund to Voya: 1) work performed from a site that has not been authorized in accordance with this section 5.01 (2) The Milliman Group has breached a substantial obligation arising from the agreement that can only be corrected by or (3) directive from a government authority. All millimane rentals are located in the United States, unless Milliman obtains Voya`s prior approval for a service that can be provided by a site located outside the U.S. Milliman Group, voya Service Locations and Voya Assets exempt from pledges related to the milliman Group`s use. Some elements are missing in the optimized MOSA. Therefore, we propose a “menu” with about 100 provisions that are not included in the MOSA. These are “bells and whistles” excluded from MOSA (z.B benchmarking, the most privileged customers, staff allowances) that clients (and consultants) should add. Menu themes deal with specific degrees, deal structures and risk profiles for customers.

These have been developed through decades of experience and the revision of other agreements by law firms and consultants. Please note that menu items are not a legal contractual language.

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