Common use of Milliman Clause in Contracts

Milliman. (1) Milliman Group shall comply with all Laws (a) applicable to Milliman Group, (b) applicable to Milliman Group in the performance of the Services, and (c) identified or otherwise set forth in an SOW. (2) Voya Group may direct Milliman Group on (a) the method of compliance with any Laws and (b) which Laws are applicable to Milliman Group’s performance of the Services or are identified or otherwise set forth in an SOW. Milliman Group shall comply with all such direction. (3) If Milliman Group reasonably determines that performance of the Services requires an interpretation of any Law, Milliman Group shall present to Voya Group the issue for interpretation and Voya Group shall provide such interpretation to Milliman Group by notice signed by a Voya Contract Executive with respect to such issue. Milliman Group shall be authorized to act and rely on, and shall promptly implement such Voya Group interpretation in the performance and delivery of the Services. The Parties shall resolve questions of interpretation and shall implement the resulting Voya Group interpretation on an expedited basis. (4) Milliman Group shall not be responsible for a failure to comply with a Law to the extent that Milliman Group relies on, and complies with, Voya Group’s direction pursuant to Section 14.02(2)(a) in respect of such Law or Voya Group’s interpretation of such Law pursuant to Section 14.02(3). (5) Milliman Group shall provide Voya Group (and Voya Agents, Voya Auditors and any Governmental Authority, in each case, designated by the Voya) access to any information, Service Locations and members of the Service Delivery Organization as Voya deems is necessary to confirm that Milliman Group is in compliance with any Law applicable to Voya Group and that is related to the Services. (6) If Milliman Group is not in compliance with any Law with which it is required to comply pursuant to Section 14.02(1), then: (a) Milliman Group shall promptly undertake such measures as Voya Group shall require and which are necessary to establish compliance with the Law; (b) Voya Group (or its designee) may, at Milliman Group’s cost and expense, undertake such measures as Voya Group shall require and which are necessary to establish compliance with the Law; or (c) if such non-compliance creates serious reputational or regulatory risk for Voya Group such that Voya Group determines, in its reasonable business judgment, that its continued receipt of the Services could reasonably be expected to have a material adverse effect on its reputation, Voya may terminate this MSA or the applicable SOW or Service as of the date specified by Voya in a termination notice to Milliman.

Milliman. Milliman represents, warrants and covenants that: (1) Milliman Group shall comply with all it is a corporation duly organized, validly existing and in good standing under the Laws (a) applicable to Milliman Group, (b) applicable to Milliman Group in the performance of the Services, and (c) identified or otherwise set forth in an SOW.Washington; (2) Voya Group may direct Milliman Group on (a) the method of compliance with any Laws it has all requisite corporate power and (b) which Laws are applicable authority to Milliman Group’s performance of the Services or are identified or otherwise set forth in an SOW. Milliman Group shall comply with all such direction.execute, deliver and perform its obligations under this Agreement; (3) If Milliman Group reasonably determines that performance of the Services requires an interpretation of any Law, Milliman Group shall present to Voya Group the issue for interpretation and Voya Group shall provide such interpretation to Milliman Group by notice signed by a Voya Contract Executive with respect to such issue. Milliman Group shall be authorized to act and rely on, and shall promptly implement such Voya Group interpretation in the performance execution and delivery of the Services. The Parties shall resolve questions of interpretation this Agreement by Milliman has been duly authorized by Milliman and shall implement the resulting Voya not conflict with, result in a breach of or constitute a default under any other agreement to which Milliman Group interpretation on an expedited basis.is a party or by which Milliman Group is bound; (4) Milliman Group shall not be responsible it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for a the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to comply with be so licensed, authorized or qualified would not have a Law to the extent that material adverse effect on Milliman Group relies on, and complies with, Voya Group’s direction pursuant ability to Section 14.02(2)(a) in respect of such Law or Voya Group’s interpretation of such Law pursuant to Section 14.02(3).fulfill its obligations under this Agreement; (5) Milliman Group shall provide Voya Group (and Voya Agents, Voya Auditors and any Governmental Authority, in each case, designated by the Voya) access to any information, Service Locations and members of the Service Delivery Organization as Voya deems is necessary to confirm that Milliman Group is in compliance with any Law all Laws applicable to Voya Milliman Group and that is related to the Services.has obtained all applicable governmental permits and licenses required of Milliman Group in connection with its obligations under this Agreement; (6) If there is no outstanding litigation, arbitrated matter or other dispute as of the date of execution of this MSA to which Milliman Group is not in compliance with any Law with which it is required a party which, if decided unfavorably to comply pursuant to Section 14.02(1), then: (a) Milliman Group shall promptly undertake such measures as Voya Group shall require and which are necessary to establish compliance with the Law; (b) Voya Group (or its designee) may, at Milliman Group’s cost and expense, undertake such measures as Voya Group shall require and which are necessary to establish compliance with the Law; or (c) if such non-compliance creates serious reputational or regulatory risk for Voya Group such that Voya Group determines, in its reasonable business judgment, that its continued receipt of the Services could would reasonably be expected to have a material adverse effect on its reputationVoya Group’s or Milliman Group’s ability to fulfill their respective obligations under this Agreement; (7) the Milliman Resources (and use thereof) do not infringe, and shall not infringe or cause the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the Milliman Resources by Voya Group in contravention of the Related Documentation or license granted to Voya Group under Article 7 or an applicable SOW; (b) failure by Voya Group to use new or corrected versions of such Milliman Resources provided by Milliman Group to Voya Group with no additional charge (provided, however, that Voya Group is notified that use of such new or corrected version is necessary to avoid infringement); (c) modifications to the Milliman Resources made by Voya Group or Voya Agents other than at the direction of Milliman Group; (d) Milliman Group complying with instructions, specifications or designs required or provided by Voya Group where such compliance necessarily would give rise to such infringement; or (e) combination of the Milliman Resources by Voya Group or Voya Agents with products or systems other than those provided by, or authorized by, Milliman Group; (8) Milliman Group shall maintain Hardware and Software to the extent that Milliman Group has maintenance responsibility for such assets, including: (a) maintaining Hardware in good operating condition, subject to normal wear and tear; (b) undertaking repairs and preventive maintenance on Hardware in accordance with the applicable Hardware manufacturer’s recommendations; and (c) performing Software and Hardware maintenance in accordance with the applicable Software or Hardware vendor’s documentation, recommendations and specifications; (9) Milliman Group shall not wrongfully access, and shall not permit unauthorized persons or entities to access, Voya may terminate this MSA Group’s information technology systems or networks and that any authorized access shall be consistent with such authorization and in accordance with Voya Policies; (10) the applicable SOW or Service as Software shall not contain any Disabling Code and Milliman Group shall (a) not introduce any Disabling Code into the Voya Group computer systems and (b) use commercially reasonable efforts (including at a minimum use of then-current industry standard security and anti-virus tools) to prevent the introduction of Viruses into the Voya Group computer systems; and (11) Milliman Group shall ensure it has a valid work authorization with respect to each member of the date specified by Voya in a termination notice to MillimanService Delivery Organization for each applicable jurisdiction.