FIRST INTERSTATE BANK - Laserfiche WebLink

XI. TERMINATION 1. Either party may terminate this Agreement upon ninety (90) days written notice. Termination notice shall be sent by registered mail, return receipt requested. 2. On the ninety-first (91st) day following receipt of the notice of termination, FICAL will disburse to CLIENT all FUNDS invested in the INTERSTATE 457 LIQUIDITY ACCOUNTS. Unless otherwise mandated by regulatory action dictating immediate disbursement to the CLIENT of all FUNDS on deposit with FICAL, all CDs will be disbursed to CLIENT on their respective maturity dates. 3. At termination, CLIENT shall be entitled to, and FICAL shall furnish to CLIENT, a statement of activity on each participant's account recapitulating all activity on the account since the last statement of activity through the date of termination. After termination, FICAL will cease to provide quarterly participant statements. 4. In the event termination is instituted by CLIENT and the effective date of such termination is on a date other than the end of a quarter, then CLIENT shall pay FICAL the reasonable cost of preparing such statements of activity and summary report. XII. LIABILITY 1. FICAL agrees to defend, indemnify and hold CLIENT harmless from any and all claims, losses, damages or liability which CLIENT may suffer or incur by reason of FICAL's failure to accurately or correctly perform the services required of it under the terms of this Agreement. 2. CLIENT agrees to defend, indemnify and hold harmless FICAL, its parent, officers, employees, agents and any affiliates or subcontractors to which FICAL has delegated any of its duties under this Agreement (each hereafter referred to as an "INDEMNIFIED PERSON"), from and against all claims, liabilities, losses, damages or expenses, including reasonable attorneys' fees and other expenses (collectively, "LOSSES") incident to any suit, action, investigation, claim or proceeding asserted by any person and arising out of or in connection with this Agreement, except for each INDEMNIFIED PERSON'S own gross negligence or willful misconduct. An INDEMNIFIED PERSON shall be entitled to take such action as it deems appropriate, in its sole discretion, in response to a lawsuit without affecting its right to indemnification under this Section. The provisions of this provision shall survive the termination of this agreement. 3. FICAL shall have no obligation, liability or responsibility for any error or omission in the entering of data via the Voice Module or the Participant Service Center which is not a result of the gross negligence or willful misconduct of FICAL other than the correction of errors as set forth herein. FICAL shall have no obligation, liability or responsibility for any failure in the Voice Module or for any inability to access the Voice Module or the Participant Service Center beyond FICAL's reasonable control, including acts of God, provided that such failure or inability is not a result of FICAL's gross negligence or willful misconduct. FICAL shall be entitled to rely and act on any transaction entered 9