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REV:01-20-23 MI proposed Fee changes, Employer may terminate the Agreement with no less than thirty (30) days prior written notice from the date that Navia notified Employer of the Fee changes. ARTICLE IV. WARRANTIES AND REPRESENTATIONS 4.1 MUTUAL WARRANTIES AND REPRESENTATIONS Each Party represents and warrants the following: (a) the Party’s execution, delivery and performance of this Agreement: (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any material agreement to which the Party or any of its assets may be subject and (iii) are not subject to the consent or approval of any third party; (b) This Agreement is the valid and binding obligation of the representing Party, enforceable against such Party in accordance with its terms; (c) Such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party's performance of its obligations hereunder; and (d) Both Parties will perform their respective obligations under this Agreement in compliance with all laws, rules, regulations, and other legal requirements applicable to the Party. 4.2 NAVIA’S WARRANTIES AND REPRESENTATIONS (a) Navia represents and warrants that the Services shall reasonably conform to the Schedules described herein. (b) Other than as specifically set forth herein, Navia makes no representation or warranty, express or implied, written or oral, and, to the full extent permitted by law, disclaims all other warranties including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose. 4.3 EMPLOYER’S WARRANTIES AND REPRESENTATIONS Employer represents and warrants they are not subject to any pending or threatened litigation, governmental action, or investigation from the IRS, DOL, HHS, or otherwise with respect to any Benefit Plans. If Employer is subject to any litigation, action, or investigation, or becomes subject while this Agreement is in effect, Employer shall promptly notify Navia in writing in advance of the Effective Date of this agreement, or within 10 days of Employer becoming aware of such litigation, action, or investigation. ARTICLE V: INFORMATION AND RECORDS 5.1 RECORDS GENERALLY Employer and Navia shall retain records and supporting documentation sufficient to document its satisfaction of its obligations under this Agreement in accordance with laws and generally accepted accounting principles for at least eight (8) years from the date such record or documentation is created. 5.2 CONFIDENTIAL AND PROPRIETARY INFORMATION - GENERALLY (a) The term “Confidential Information” shall mean all non-public data, trade secrets, business information and other information of any kind whatsoever that a Party (“Discloser”) discloses, in ATTY/AGR.2023.010/Navia Benefit Solutions (Navia Services (Dental HRA) 2023) (Page 10 of 42)