Master Agreement for Outsourced Services between Voya Services Company and Cognizant Worldwide Limited dated as of July 31, 2017

This Master Agreement for Outsourced Services (including the following MSA Terms, together with all Schedules, Statements of Work and attachments, this “Agreement”) is made and entered into as of July 31, 2017 (the “Effective Date”) by and between Voya Services Company, a corporation formed under the laws of the State of Delaware (“Voya”) and Cognizant Worldwide Limited, a United Kingdom limited liability company (“Supplier”). In addition, Cognizant Technology Solutions U.S. Corporation (“CTS US”) shall execute this Agreement solely for the purpose of enabling and authorizing CTS US to enter into Statements of Work together with Supplier, whereby CTS US shall provide the applicable local Services and Deliverables within the United States of America to Voya for Supplier under such Statements of Work as provided in Section 2.01.

WHEREAS, the Parties have engaged in extensive negotiations and discussions that have culminated in the formation of the relationship set forth in this Agreement;

WHEREAS, Supplier desires to provide to Voya and certain of its Affiliates and designees, and Voya desires to obtain from Supplier, the services set forth in this Agreement on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, for and in consideration of the agreements set forth below, the Parties agree as follows:

Section 1.01    Definitions. The following terms have the following meanings:

distribution partners, agents, customers (including their beneficiaries), suppliers, contractors and other third parties doing business with such Party or Affiliates of a Party, that is acquired in connection with this Agreement.

Agents, who are displaced, or whose functions or activities are displaced, as a result of this Agreement; or (ii) non-personnel resources transferred to Supplier or displaced, or the functions or activities of which are displaced, as a result of this Agreement; provided that, with respect to this clause (c), a service, function or responsibility must be disclosed to Supplier in writing before it will become a Designated Service (for clarity, such disclosure may be made after the Effective Date).

Section 1.02    References.

Section 1.03    Headings. The Article and Section headings, Table of Contents and Table of Schedules are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

Section 1.04    Precedence. In the event of a conflict between these MSA Terms, the terms and conditions of any Schedules, or a Statement of Work, the order of precedence shall be as follows: first, these MSA Terms; second, the Schedules; third, any Statements of Work. In the event of a conflict between a Schedule and its attachments or between a Statement of Work and its attachments, the Schedule and Statement of Work (as applicable) shall prevail.

Section 1.05    Agreement Framework and Guarantee.

ARTICLE 2    SERVICES.

Section 2.01    Services Generally. Supplier shall provide the Services to the Service Recipients in accordance with this Agreement. For Statements of Work executed in connection with work to be performed for Voya in the United States of America, and solely to the extent that CTS US employees are required for the provision of Services or Deliverables by Supplier in connection with such Statement of Work, CTS US will also execute such Statement of Work solely for the purpose of providing Services and Deliverables to Voya for Supplier. Subject to ARTICLE 9 of this Agreement, Supplier will remain fully responsible and liable for Services and Deliverables provided under this Agreement by its Affiliates and subcontractors. Any Affiliate of Voya may enter into Statements of Work with Supplier and, only for the purposes of any such Statements of Work, shall be considered “Voya” as that term is used in this Agreement. Supplier shall cause the Services to be performed (1) with adequate numbers of qualified personnel (as to training, skill and experience) operating from the geographies and locations that may be required by any particular Statement of Work, (2) in a good, professional and workmanlike manner, (3) consistent with industry standards and generally accepted practices and (4) with the experience and expertise necessary to provide the Services in accordance with this Agreement. Cognizant will follow industry leading practices in the provision of Services, which may include technological advancements and other improvements. Services will be performed in accordance with the Service Levels, as further described in Schedule A and the applicable Statement of Work.

Section 2.02    Labor and Materials. Supplier shall perform all work necessary to provide the Services in accordance with this Agreement. Except as explicitly provided otherwise, Supplier shall furnish and pay for all labor, materials, services, facilities, equipment, software and resources (including the Supplier IP and Supplier Resources) necessary to provide the Services and meet its obligations under this Agreement, excluding the Voya Software to be furnished by Voya Group.

Section 2.03    Policies. In connection with its provision of the Services, Supplier shall comply with the Policies. Policies may be maintained on an internal website or database designated by Voya Group and made accessible to Supplier. On the first Business Day of each month, Supplier shall review whether any of such Policies have been updated by checking the first page of each Policy. If a Policy has been updated and compliance with such update is required before the first Business Day of the following month, Voya Group shall notify Supplier directly of such update.

Section 2.04    Reports and Data Feeds. Supplier shall provide the reports specified in this Agreement, including in Schedule B and the applicable Statement of Work. To the extent Supplier holds electronically any Voya Data used to provide the Services, Supplier shall at all times provide Voya Group with real time access to such Voya Data, except to the extent such access is unavailable during periods of scheduled and emergency maintenance.

Section 2.05    Relief Event. Supplier shall be excused for its non-performance of an obligation under this Agreement for as long as, and to the extent, Supplier's performance of such obligation is directly prevented by (1) the failure of Voya Group or an Voya Agent to perform any of its obligations under this Agreement (including, subject to a root cause analysis, a failure of a system provided by Voya Group or an Voya Agent to perform in accordance with the requirements explicitly set forth in this Agreement, provided such failure is not due to an act or omission of Supplier or its Affiliates); (2) a written or electronic agreement between the applicable Supplier Service Delivery Executive and Voya Senior Executive to re-direct resources or priorities other than in the ordinary course of the Services (provided, however, that the applicable Supplier Service Delivery Executive notifies the Voya Senior Executive prior to such agreement that such re-direction or re-prioritization shall cause such non-performance); or (3) incorrect or incomplete information provided by a Voya Agent that could not have been identified as incorrect or incomplete in connection with Supplier's performance of the Services or the exercise of reasonable judgment (collectively, “Relief Events”); provided, however, that Supplier (a) demonstrates the basis for the Relief Event was the primary cause of such non-performance, (b) uses commercially reasonable efforts to mitigate the impact of such Relief Event, (c) continues to use commercially reasonable efforts (including emergency fixes and workarounds) to perform such obligation and (d) provides Voya Group notice of such non-performance describing in reasonable detail the nature of such non-performance as soon as possible after Supplier (i) knows of such non-performance, but in no event later than one (1) Business Day after Supplier has such knowledge or (ii) should have known of such non-performance in which case Supplier shall not be excused until after it provides notice of the non-performance.

Section 2.06    New Services. “New Services” means functions that Voya Group requests Supplier to perform under this Agreement: (1) that are in addition to, and materially different from, the Services; and (2) for which there is no existing charging mechanism in this Agreement. Voya Group may from time to time request that Supplier perform New Services. Within a reasonable period of time after the receipt of such request, Supplier shall prepare and submit to Voya Group at no charge a proposal for the performance of the New Services (such proposal shall include necessary and reasonable scoping and analysis of the New Services in order to be able to specify the applicable personnel, hardware and Software resources and the applicable Fees), consistent with the procedures

set forth in Schedule C. Voya Group shall not be required to accept any such proposal. Voya Group shall not be obligated to obtain any New Services from Supplier, nor shall Voya Group be prevented from requesting or obtaining such services from a third party. If the Parties are in dispute as to whether the proposed service is a New Service or an in-scope Service, Supplier shall begin performing the services upon Voya Group’s written instruction to begin work. If the Parties later agree that the work is a New Service and separately billable, but the Fees have not been agreed upon, then Voya Group shall pay the applicable rates set forth in Schedule D or the applicable Statement of Work while the dispute regarding the Fees is being resolved. If the resource is not covered by Schedule D or the applicable Statement of Work, Supplier's commercially reasonable rates consistent with the discounts and rates otherwise provided to Voya Group shall apply, until the Fees have been resolved. In no event will Voya Group be obligated to pay for any services other than the then-existing Services without the written agreement of the Parties. New Services may be performed under an existing Statement of Work or pursuant to a new Statement of Work.

Section 2.07    Quality Assurance and Continuous Improvement. In performing the Services, Supplier will, in accordance with leading industry practices, undertake quality assurance procedures designed to ensure that the Services are performed with professional quality and reliability. Such procedures shall include checkpoint reviews, testing, Acceptance, and other procedures for Voya Group to confirm the quality of Supplier’s performance. Supplier, as part of its total quality management process, will provide continuous quality assurance and quality improvement through: (1) the identification and application of proven techniques and tools from other of its client engagements and internal processes; and (2) the implementation of concrete programs, practices and measures designed to improve performance (including the Service Levels). Supplier will utilize project management tools, including productivity aids and project management systems, as appropriate in performing the Services. Supplier will perform root cause analyses pursuant to and in accordance with the requirements of Schedule E.

Section 2.08    Policies and Procedures Manual. As further described in Schedule F, Supplier shall (1) develop a management and operations procedures manual detailing processes required to manage the performance of the Services in accordance with this Agreement, and (2) deliver a draft to Voya for its review and approval. A version approved by Voya of such manual must be completed by Supplier within the time specified in Schedule F or the applicable Statement of Work (such approved draft shall be the “Policies and Procedures Manual”). Until such time that the Policies and Procedures Manual is finalized, Supplier shall follow and comply with Voya Group’s policies and procedures in place prior to the Effective Date that are made known to Supplier in advance and in writing. Supplier shall be responsible for maintaining and keeping the Policies and Procedures Manual current during the Term, with all changes being subject to Voya’s review and approval, in accordance with the requirements of Schedule F.

Section 2.09    Divestitures and Acquisitions. In the event that Voya Group divests an entity, business unit or set of assets otherwise comprising a business, Voya Group may elect either (a) for Supplier to continue to provide any Services to such divested entity or business as a Service Recipient under this Agreement, provided that if changes are required to Supplier’s operations or costs of providing Services in order to continue providing Services to a divested entity or business (e.g., create a separate environment), the Parties shall address any incremental costs required to implement such changes through the Change Procedures; or (b) to remove such divested entity or business from the receipt of the Services, in which case there will be a corresponding reduction in volumes and Fees, notwithstanding any limitations to the contrary in a Statement of Work. To the extent Voya Group elects to continue the provision of Services, Voya Group shall continue to be responsible for

the corresponding Fees and such entity’s or business’ compliance with the relevant terms of this Agreement. Any divested entity or business receiving Services in accordance with the foregoing shall have all rights afforded to Service Recipients under this Agreement. In the event that Voya Group acquires an entity or business (as a new Affiliate or otherwise), Voya Group may elect to have Service Provider provide some or all of the Services to such acquired entity or business in accordance with this Agreement, including to account for any corresponding increase in volumes and Fees. To the extent such acquired entity is already receiving services from Supplier that are similar to and could be replaced by the Services, Voya Group and the acquired entity may elect to terminate the acquired entity’s agreement (or relevant portions thereof) at no charge, notwithstanding anything to the contrary in such agreement, and instead incorporate such services under this Agreement, subject to an equitable adjustment in the calculation of termination fees under the applicable Statement of Work as may be necessary to enable Supplier to recover any costs that Supplier otherwise would have been entitled to recover through the termination fees of the acquired entity’s agreement in the event of its early termination.

Section 2.10    Transition and Transformation. Supplier will perform its responsibilities for Transition and Transformation in accordance with the requirements of Schedule G and the applicable Statement of Work or Project Plan. Particular provisions related to Voya Group rights with respect to Transition and Transformation, and remedies for Supplier’s delays and failures, are set forth therein.

ARTICLE 3    SERVICE DELIVERY ORGANIZATION.

Section 3.01    Service Delivery Organization Members.

(2000) /Morphines. For clarity, Supplier will pay for all costs associated with conducting the background checks and drug testing required by this Section. Supplier shall not assign any individual to the Service Delivery Organization (i) whose background check is not consistent with the information provided by such individual or such individual's previous employer, (ii) who has been convicted of, pled guilty or nolo contendere to a crime involving breach of trust, dishonesty, injury or attempted injury to any property or person or (iii) who refuses to provide consent with respect to Supplier's performance of the background checks described in this Section. Supplier shall (A) maintain a copy of such background checks during the Term, (B) certify Supplier's compliance with this Section 3.01(3) to Voya Group upon Voya Group's written request and (C) if required by Law or upon a Governmental Authority request, shall provide Voya Group with such copy for its review. Supplier will have the ongoing duty to inform Voya Group promptly upon learning that any member of the Service Delivery Organization has been convicted of a felony or failed a drug test. Should Supplier learn, after assigning an individual to be part of the Service Delivery Organization, that the individual has been convicted of a felony or failed a drug test, Supplier will promptly advise Voya Group of such fact and remove the individual from performing Services.

Section 3.02    Key Personnel and Minimum Retention Roles.

Section 3.03    Replacements and Turnover.

use Commercially Reasonable Efforts to *** voluntary resignations *** from the performance of the Services to which they are assigned.

Section 3.04    Subcontracting.

Section 3.05    Transfer of Voya Personnel. A Statement of Work may set forth certain requirements and other provisions that will govern any transfer of Voya Group employees to Supplier in connection with such Statement of Work.

ARTICLE 4    SERVICE LOCATIONS.

Section 4.01    Place of Performance. Supplier shall provide the Services from the Service Locations as set forth in the applicable Statement of Work. In the event that Supplier provides Services from any Voya Service Locations, Supplier's use of any such Voya Service Location shall be subject to Section 4.02 below.

Section 4.02    Voya Service Locations.

Supplier's employment or ceases to perform the Services, Supplier shall promptly identify such individual to Voya Group and return such individual's identification credentials to Voya Group. In the event such identification credentials are not promptly returned, Supplier shall promptly provide a written explanation to Voya Group. If an individual who has been given Voya Group identification credentials loses such credentials, Supplier shall reimburse Voya Group for any charges, fees or expenses related to replacing such credentials to the same extent that Voya Group's own employees must reimburse Voya Group for any charges, fees or expenses related to lost credentials.

Section 4.03    Relocations and New Service Locations. Provision of any Services from any new service location, as well as any additional Service to be performed from an approved Service Location, must be approved in advance by Voya (in its sole discretion); provided, however, that such approval shall not be required (but prior notice shall be required) if the other service location is a building within a contiguous corporate campus that contains an existing Supplier Service Location. If Voya rejects any proposed service location, it shall provide the reason for such rejection. If Supplier requests a relocation to, or use of, another services location, any incremental cost and expense reasonably incurred by Voya Group as a result of such relocation or use shall be reimbursed by Supplier to Voya Group. In addition, Supplier's consolidation of any Service Locations or movement of a Service from one location to another, and any other closure of any Service Location by Supplier, must be approved in advance by Voya and any incremental cost and expense reasonably incurred by Voya Group as a result of consolidation, movement or closure of any Service Location shall be reimbursed by Supplier to Voya Group. In the event Voya Group requests that Supplier provide any Services from any other service location, Supplier shall relocate the provision of such Services in accordance with such request, and any incremental cost and expense reasonably incurred by Supplier as a result of relocation to, or use of, another such service location shall be reimbursed by Voya Group to Supplier; provided, however, that any incremental cost and expense reasonably incurred by either Party as a result of a relocation due to a Voya Group request based on the following shall be the financial responsibility of Supplier: (1) work being performed from a location not approved in accordance with this Section, or (2) Supplier's breach of this Agreement that can only be remedied by relocation, or (3) a reasonably prudent supplier would have relocated from the location or geography based on the geopolitical, environmental or other risks of remaining in such area. Supplier shall keep the Voya Service Locations and Voya Group assets free of any liens arising from the acts or omissions of Supplier.

ARTICLE 5    COOPERATION WITH OTHER SUPPLIERS.

Section 5.01    Cooperation with Other Suppliers. Supplier shall cooperate with any Other Supplier, to the extent required for Supplier to provide the Services in accordance with this Agreement or to the extent required for such Other Supplier to provide its services to Voya Group. Such cooperation shall include:

provided, however, that provision of such information, assistance, support and access shall be subject to such Other Supplier being bound by confidentiality provisions consistent with those in this Agreement and complying with Supplier's security policies or license restrictions, to the same extent such policies are applicable to Voya Group under this Agreement.

Section 5.02    Cooperation on Failures. Supplier shall cooperate with the Other Suppliers and Voya Group to establish the root cause of any failure. To the extent the root cause of such a failure falls within the responsibility of Supplier or any of the Other Suppliers to correct, each shall provide to the others, as requested, reasonable assistance and support regarding the resolution of the failure. Voya Group shall use commercially reasonable efforts to cause Other Suppliers to cooperate with Supplier in a manner consistent with this Article. In no event shall such assistance and support affect the overall allocation of responsibility between Supplier and the Other Suppliers regarding (1) Supplier's performance of its obligations under this Agreement (including Supplier's performing the Services in accordance with the Service Levels) and (2) any Other Supplier's obligations relating to Voya Group. Supplier shall not be responsible for performing the Other Suppliers' obligations to Voya Group.

ARTICLE 6    LICENSES AND PROPRIETARY RIGHTS.

Section 6.01    Voya IP. To the extent Supplier requires use of the Voya IP in connection with providing the Services, Voya grants Supplier a global, royalty-free, non-exclusive, non-transferable license for Supplier and Supplier Agents to access, use and copy the Voya IP (but only to the extent permitted by any applicable third party license agreement). Such license shall be only for the Term and any Termination Assistance Period thereafter, and shall be limited to the extent necessary for Supplier and Supplier Agents to perform their obligations hereunder.

Section 6.02    Supplier IP.

other Service Recipients require use of any Supplier IP in connection with the receipt of the Services, Supplier hereby grants Voya Group and such Service Recipients during the Term, solely for Voya Group and Service Recipients to receive the Services, a global, royalty-free, irrevocable, non-exclusive license to use such Supplier IP; and (b) such license shall extend to *** Voya Group or Service Recipients to the extent necessary for such services to be ***; provided, however, that *** confidentiality obligations similar to those of Voya hereunder.

Section 6.03    Residual Information. Either Party may, during and after the Term hereof, use in its business any Residual Information. “Residual Information” means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party. For the avoidance of doubt, no intellectual property rights are granted under this Section 6.03, nor does this Section waive or supersede any rights or obligations set forth in ARTICLE 13.

Section 6.04    Deliverables.

Accordingly, Voya Group will be considered the author of such Deliverables for all purposes, and Voya Group will be and remain at all stages of completion, the sole and exclusive owner of Deliverables. To the extent any Deliverable is not deemed to be a work made for hire, Supplier will assign the rights, title and interest in and to such Deliverable to Voya Group. If any of the rights, title and interest in and to a Deliverable cannot be assigned by Supplier to Voya Group, Supplier hereby grants Voya Group an exclusive, perpetual, royalty-free, fully paid up, irrevocable, worldwide license (and to permit its Affiliates and service providers to do the same, and also to sublicense such rights through multiple tiers) to practice such non-assignable rights, title and interest, subject to any limitations set forth in the Agreement or an applicable Statement of Work. Supplier hereby covenants and agrees not to institute or support any action or claim that any such exploitation of a Deliverable by Voya Group infringes any of Supplier’s or its employees’ legal or moral rights, and not to take any other action which will or might interfere with or derogate Voya Group’s rights granted herein. Further, Supplier will not cause or permit any liens or encumbrances to be placed against, or grant any security interest in, a Deliverable (or Voya Group’s Confidential Information). Supplier further agrees that Voya Group will have the sole and exclusive right to register in its own name the copyrights and other intellectual property rights in and to the Deliverables.

current and complete and sufficient to enable an individual reasonably skilled in the applicable subject matter to use and maintain the Related Documentation without reference to any other person or materials.

Section 6.05    Consents, Approvals and Requests. Supplier shall, at its cost and expense, obtain, maintain and comply with the Supplier Consents, if any. Voya Group shall comply with the Supplier Consents. In the event Supplier is unable to obtain a Supplier Consent, Supplier shall implement (at its own cost and expense), subject to Voya consent, a work around as necessary to enable Supplier to provide the Services without such consent. Upon Voya's request, Supplier shall provide Voya Group with evidence of any Supplier Consent.

Section 6.06    Restrictions. Neither Party shall decompile, disassemble or reverse engineer any of the IP of the other Party. Each Party grants only the licenses expressly set forth in this ARTICLE 6 and no other licenses are granted.

ARTICLE 7    DATA.

Section 7.01    Ownership of Data. As between the Parties, Voya Data will be and remain the property of Voya Group. Supplier may not use Voya Data for any purpose other than to render the Services. No Voya Data will be sold, assigned, leased or otherwise commercially exploited by or on behalf of Supplier (or any Supplier Agent). Neither Supplier nor any Supplier Agent may possess or assert any lien or other right against or to Voya Data. To the extent Supplier has or acquires any rights in Voya Data, Supplier hereby irrevocably assigns, transfers and conveys to Voya (or the entity of Voya Group designated by Voya) all of its right, title and interest in and to Voya Data. Upon Voya Group's request, Supplier shall execute any documents (or take any other actions) as may be necessary, or as Voya Group may request, to enforce the rights of Voya Group in Voya Data. If such other actions impose a material cost on Supplier, such other actions shall be at Voya Group's cost and expense, unless such other actions are required as a result of a Supplier act or omission, in which case such other actions shall be at Supplier's cost and expense.

Section 7.02    Correction of Errors. Supplier shall promptly (1) notify Voya Group of any errors or inaccuracies in, or loss of, Voya Data if and when Supplier becomes aware of such errors or inaccuracies, (2) correct any such errors, inaccuracies or loss (including, restoring such Voya Data to the last backup, if necessary) at its cost and expense to the extent such errors, inaccuracies or loss are caused by Supplier's act or omission (unless such act or omission was taken at the direction of Voya Group) and (3) correct any such errors, inaccuracies or loss (including, restoring such Voya Data to the last backup, if necessary) upon Voya Group's request and at Voya Group's cost and expense to the extent such errors, inaccuracies or loss are (a) not caused by Supplier's act or omission or (b) caused by Supplier's act or omission taken at the direction of Voya Group. In the event of a dispute as to which Party caused such error, or inaccuracy, Supplier shall promptly correct such error, inaccuracy or loss at its cost and expense as directed by Voya Group pending the resolution of such dispute in accordance with the Dispute Resolution Procedures. If it is determined through the Dispute Resolution Procedures that Supplier did not cause such error, inaccuracy or loss, Voya Group shall compensate Supplier (using the applicable rates set forth in Schedule D) for Supplier's performance of the services necessary to correct such error, inaccuracy or loss.

Section 7.03    Data Security.

Information, and (ii) appropriate security measures designed to protect Confidential Information, which measures meet or exceed the requirements of this Agreement and all applicable Laws relating to personal information security in its performance of Services. Supplier also will comply with the requirements of Schedule I. Without limiting the generality of the foregoing, Supplier will implement and maintain the following information security controls:

(a)    privileged access rights will be restricted and controlled;

Supplier will assign an owner to each policy, who will have responsibility for developing, reviewing and periodically evaluating the policy. The policy review process will include assessing opportunities for improvement and evaluating Supplier’s approach to managing information security in response to changes within the organization or in the legal, technical or business environment. Each policy, including as revised, is subject to Voya’s review and approval with respect to its application to the Services and this Agreement.

Supplier will review its subcontractors annually to ensure each subcontractor’s security practices are current, commercially reasonable, and in compliance with the terms of this Agreement. If Supplier determines that any subcontractor fails to meet the requirements set forth herein, Supplier will promptly notify Voya Group and take the necessary steps to remediate such failure. If Supplier is unable to remediate such failure to Voya Group’s reasonable satisfaction, Voya may immediately terminate this Agreement (in whole or in part) for material breach, but subject to the provisions of Section 19.02(1).

Supplier shall separate development, testing, and operational environments to reduce the risks of unauthorized access or changes to the operational environment.

reports related to such Data Security Breach.  The content of any public filings, communications, notices, press releases or reports by Cognizant related to any Data Security Breach must be approved by Voya to the extent they could be used to identify Voya Group, its Service Recipients or any of its customers prior to publication or communication thereof, such approval not to be unreasonably withheld or delayed.

Section 7.04    Privacy and PII. To the extent required in order to comply with applicable Law concerning processing of PII, each Party shall cause its respective Affiliates to execute a data transfer agreement and to make such amendments to such agreement as may be required under applicable Law from time-to-time. With respect to any PII, Supplier shall:

Section 7.05    Regulatory Information. Supplier shall promptly provide to Voya Group any information or records maintained by Supplier in connection with the Services that are requested by any Governmental Authority or otherwise required to answer any inquiries from any Governmental Authority.

Section 7.06    HIPAA Compliance. Supplier shall provide the Services and process all PHI in accordance with HIPAA.  All processing of PHI by Supplier shall be in accordance with, and subject to the executed HIPAA Business Associate Agreement in the form set forth in Schedule J (the “BAA”).  In the event of a conflict between the terms and conditions of the BAA and the terms and conditions

of this Agreement, the terms and conditions of the BAA shall govern. Supplier shall, with respect to any PHI:  (1) comply with the BAA and the provisions set forth in Section 7.03(4); (2) make no attempt to identify PHI that has been partially de-identified; and (3) not contact the individuals to whom the PHI pertains except to the extent it is required to do so under this Agreement.

Section 7.07    Information Security Audit. Notwithstanding the foregoing, Supplier agrees that, subject to the provisions set forth in Section 12.04, a Voya Auditor may from time-to-time conduct on-site inspections to review and assess the adequacy of Supplier's information security measures and Supplier shall, at no additional cost or expense to Voya Group, promptly remedy all deficiencies found as a result of such assessment.

ARTICLE 8    ACCEPTANCE PROCEDURES.

Section 8.01    Acceptance Criteria.

Section 8.02    Review and Acceptance of Milestones and Deliverables.

For clarity, Acceptance will occur only as described above in this Section 8.02, and no Milestone or Deliverable will otherwise be deemed to be Accepted by Voya Group, including based on payment or use of such Milestone or Deliverable.

Section 8.03    Project Phases and Milestones.

Section 8.04    Acceptance Testing.

Section 8.05    Additional Terms on Acceptance and Rejection.

Supplier shall promptly credit to Voya Group the amounts paid in respect of the rejected items..

ARTICLE 9    FEES AND INVOICING.

Section 9.01    Fees. Voya Group shall pay to Supplier the fees, not otherwise disputed in good faith, as set forth in Schedule D and the applicable Statement of Work for the performance of the Services described in such Statement of Work (the “Fees”) within *** days after receipt of a correct and complete invoice from Supplier in accordance with this ARTICLE 9. Voya Group shall be under no obligation to pay any Fees for Services not provided by Supplier or for the re-performance of Services that had not been performed in accordance with the terms of this Agreement. Voya Group shall not be required to pay any invoice delivered more than *** days after the end of the month for which such invoice applies. Any obligation by Voya Group or any Service Recipient to pay any amounts pursuant to this Agreement shall be subject to the terms and conditions set forth in Schedule D or in the applicable Statement of Work.

Section 9.02    Expenses.

Section 9.03    Currency. Unless otherwise set forth in the applicable Statement of Work, each invoice submitted to Voya Group shall be denominated and paid in U.S. dollars.

Section 9.04    Invoices.

Section 9.05    Credits. Any undisputed credit or reimbursement due to Voya Group by Supplier under this Agreement may be applied against any invoice payable by one or more members of the Voya Group, as designated by Voya. If Supplier owes Voya Group a credit or other amount under the Agreement, Supplier will issue Voya a credit invoice in the amount owed which contains or is supported by information identifying the source and reason for the payment or credit in sufficient detail to allow Voya to properly allocate and account for it. Supplier shall issue such credit invoices in the month following the month in which the credit accrued (or, for a Service Level Credit, the month following the month in which the Service Level Default giving rise to the Service Level Credit occurred). If no payable invoices remain, then Supplier shall pay the credit to Voya (or a member of Voya Group as designated by Voya) within *** days of it becoming due.

Section 9.06    e-Procurement System. Supplier acknowledges that Voya Group has deployed an electronic system for ordering goods and services from its suppliers (such system, including any replacements thereof deployed by Voya Group, being the “e-procurement system”). In order to

provide Services to Voya Group, Supplier must (1) register on the e-procurement system, (2) work with Voya Group, as appropriate, to develop and implement a catalog (custom or punch out) defining the Services that may be purchased, and (3) work with Voya Group as appropriate to utilize the e-procurement system to invoice Voya Group electronically. Each Party is responsible for its own costs associated with meeting the above requirements. To the extent the e-procurement system charges any fees to Supplier for its use under this Agreement, the Parties shall discuss the applicability of such charges in the next meeting of the Supplier Senior Executive and Voya Senior Executive. Supplier acknowledges that failure to comply with this Section may result in payment delays by Voya Group. Notwithstanding any implication to the contrary contained in this Agreement, any delay in payment by Voya Group that results from a failure of Supplier to comply with this Section shall not constitute a “late” payment or otherwise be considered a breach by Voya Group of its obligations under this Agreement.

ARTICLE 10    TAXES.

Section 10.01    In General.

Section 10.02    Income Taxes. Each Party shall be responsible for its own Income Taxes and any taxes on its personal property.

Section 10.03    Tax on Inputs.

Section 10.04    Invoicing. To the extent that any Service Tax is to be paid by Voya, Supplier shall separately identify such Service Tax or provide a legally valid invoice. The Parties shall reasonably cooperate to segregate the Fees into the following separate payment streams: (1) those for taxable goods or Services, separately identifying each good and Service with the appropriate tax applied and the location to which the taxable good or Service is provided; (2) those for nontaxable goods or Services; (3) those for which Service Tax has already been paid; and (4) those for which Supplier functions merely as a paying agent for Voya in receiving goods, supplies or services (including

leasing and licensing arrangements) that otherwise are nontaxable or have been previously subject to Service Tax.

Section 10.05    Withholding Tax. Any withholding tax or other tax of any kind that Voya is required to withhold and pay on behalf of Supplier with respect to amounts payable to Supplier under this Agreement shall be deducted from such payable amount prior to remittance to Supplier.

Section 10.06    Filings and Registrations. Each Party represents, warrants and covenants that it shall file appropriate Tax returns, and pay applicable Taxes owed arising from or related to the provision of the Services in applicable jurisdictions.

Section 10.07    Cooperation. Voya and Supplier shall promptly notify each other and coordinate with each other in the response to and settlement of any claims for Service Taxes asserted by applicable Tax Authorities that Voya or Supplier is responsible for under this Agreement. In addition, Voya and Supplier shall reasonably cooperate with the other to more accurately determine each Party's Tax liability and (without incurring additional aggregate costs) to minimize the other Party's Tax liability, to the extent legally permissible. Voya Group and Supplier shall timely provide and make available to the other any required exemption certificates, resale certificates, information regarding out-of-state sales or use of equipment, materials or services, and any other information requested or required to be provided to each Party. Voya and Supplier each shall be entitled to any Tax refunds, credits or rebates obtained with respect to the taxes for which such Party is financially responsible under this Agreement.

ARTICLE 11    GOVERNANCE AND CHANGE CONTROL.

Section 11.01    Governance. The Parties shall comply with the governance procedures set forth in Schedule F.

Section 11.03    Dispute Resolution. The following are the Dispute Resolution Procedures:

ARTICLE 12    AUDITS.

Section 12.01    Service Audits. Upon reasonable prior notice to the Supplier Service Delivery Executive, Voya Auditors may audit systems, facilities, processes, records, subcontractors of Supplier, including for purposes of: (1) verifying the integrity of Voya Data, (2) examining the systems that process, store, support and transmit Voya Data (including system capacity, performance and utilization), (3) examining internal controls (e.g., financial controls, compliance controls (to include gift, entertainment and charitable contributions reporting related to Voya Group personnel), human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls), pertaining to the Services including those controls required by this Agreement or the Policies and Procedures Manual, (4) examining Supplier’s performance of the Services, (5) examining Supplier’s measurement, monitoring and management tools, (6) examining incidents or issues with the Services, (7) enabling Voya Group to meet applicable legal, regulatory and contractual requirements, and (8) otherwise verifying compliance with Supplier’s obligations under this Agreement or applicable Law relating to the provision of Services. Supplier shall provide Voya Auditors with (a) any assistance and information that they may reasonably require in conducting any such audit, including installing and operating audit software subject to restrictions or procedures reasonably required by Supplier, (b) make requested members of the Service Delivery Organization, records and information available to Voya Auditors, and (c) in all cases, provide such assistance, personnel, records and information in a prompt manner to facilitate the timely completion of any such audit. Upon notification that an audit identifies that: (i) Supplier is not in compliance with this Agreement; or (ii) Voya Group is not in compliance with applicable Laws due to Supplier's non-compliance with this Agreement, then in each case, Supplier shall promptly correct such non-compliance and, if such correction takes more than 72 hours to complete, Supplier shall provide Voya a plan for correcting such non-compliance no later than 24 hours after such 72 hour period, for Voya's review and approval.

Section 12.02    Financial Audits. Upon reasonable prior notice to the Supplier Service Delivery Executive (but in any event no more than twice per year, unless an inaccuracy is discovered, in which case another audit during such year is permitted), Supplier shall provide Voya Auditors with reasonable access to the applicable portions of the records and supporting documentation as may be requested by Voya Auditors to audit and determine if the Fees are accurate and in accordance with this Agreement as well as compliance with financial terms and conditions of this Agreement. If such audit reveals that Supplier has overcharged Voya Group, upon notice of the amount of such overcharge: (1) Supplier shall promptly provide a credit note to Voya Group for the amount of the overcharge; and (2) if the amount of the overcharge is greater than ten percent (10%) of the amount of total Fees that were subject to the audit, Supplier shall promptly reimburse Voya Group for the reasonable cost and expense of such audit, up to an amount equal to the amount of the overcharge.

Section 12.03    SOC Audits.

Voya Group may share a copy of each SOC 1 and SOC 2 report *** to the extent Voya Group has a legal *** obligation *** with Voya Auditors. Supplier shall notify Voya as soon as possible after any weakness or deficiency is identified in connection with an audit conducted pursuant to this Section 12.03(1).

to result in a qualified report. Such remediation shall be provided at Supplier's cost and expense.

Section 12.04    Audit Limitations. Any audit performed under this Article shall be subject to the provisions set forth in this Section 12.04.

Section 12.05    Compliance Gift and Entertainment Audit. Supplier shall make commercially reasonable efforts to obtain and maintain current, accurate documentation of the date, nature and amount/value of any gifts, entertainment, events and charitable contributions provided to or made on behalf of any Voya Group employee.  Upon reasonable prior written request by Voya Group to the Supplier Service Delivery Executive or Supplier Compliance Manager (such requests to be made no more frequently than twice per calendar year unless Voya Group has a particular good faith concern that it seeks to address), Supplier shall provide Voya Auditors with a summary, itemized spreadsheet showing any such gifts, entertainment, events, and charitable contributions during the

preceding calendar and through the current calendar year as calculated from the date of the audit request.  The summary spreadsheet shall contain the following required information:  the date of the gift, entertainment, event and/or charitable contribution provided; the name(s) of the Voya Group recipient(s); a description of the gift, entertainment, event and/or charitable contribution provided; and the actual expense or estimated fair market value of the gift, entertainment, event and/or charitable contribution provided as reported by Supplier employee(s).  Supplier shall provide reasonable access to any supporting documentation in Supplier’s possession as requested by Voya Auditors in order to determine the accuracy of any particular item within the summary, itemized spreadsheet.

ARTICLE 13    CONFIDENTIAL INFORMATION.

Section 13.01    Generally. Each Party agrees that: (1) it shall keep and maintain all Confidential Information of the other Party in strict confidence, and (without limiting any more particular obligations under this Agreement) using such degree of care as it uses to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than a commercially reasonable degree of care; (2) it shall use and disclose Confidential Information solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement and shall not otherwise use or disclose Confidential Information for such Party's own purposes or for the benefit of anyone other than the other Party; and (3) it shall not, directly or indirectly, disclose Confidential Information to anyone outside of the other Party, except with the other Party's consent or as expressly permitted herein.

Section 13.02    Permitted Disclosure. Subject to Section 13.01 above, either Party may disclose relevant aspects of the other's Confidential Information to the general and limited partners, officers, directors, professional advisors (including accountants and insurers), clients, employees, Affiliates, distribution partners, agents, customers (including their beneficiaries), suppliers, contractors, other third parties doing business with such Party, third party administrators and, in the case of Voya Group, recipients of Voya Group's services, either directly or indirectly, such as employees of Voya Group customers, plan participants, members, dependents, beneficiaries and similarly situated persons to the extent such disclosure is necessary for the current or future performance of Voya Group’s obligations to such party; provided, however, that the recipient is subject to confidentiality obligations at least as stringent as required under this Agreement and provided, further, that Voya Group shall not disclose to a Supplier competitor information pertaining to Supplier’s pricing, these MSA Terms, or Supplier’s IP except in accordance with this Agreement (e.g., ARTICLE 6). In addition, (1) either Party may disclose Confidential Information of the other Party to the extent required to comply with any Law (provided, however, that to the extent permissible by Law, such Party provides the other Party with prior notice of any such disclosure and works with the other Party to resist or limit the scope of such disclosure and further provided that the disclosing Party limit any such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) Voya Group may disclose Confidential Information of Supplier to Governmental Authorities having jurisdiction over Voya Group, upon such request by the Government Authorities, subject to the conditions set forth in Section 13.02(1) above, and (3) Voya Group may disclose Confidential Information relating to the Services in connection with (a) a response by Voya Group to requests for information, proposal or due diligence in connection with an acquisition, divestiture or other similar corporate transaction or (b) a request for information or proposal for services to replace the Services; provided, however, that in no event may Voya Group disclose these MSA Terms, Supplier IP, Supplier's internal cost information, or Supplier rate cards in connection with such request or proposal.

Section 13.03    Exclusions. The restrictions on use and disclosure in this Article shall not apply to: (1) Confidential Information already known to a Party on a non-confidential basis, as demonstrated by prior existing records, when it was disclosed by the other Party; (2) Confidential Information that is or becomes known to the public through no breach of any obligation of confidence or other wrongful act by a Party or its employees, agents or contractors (except for PII); (3) Confidential Information that is received by a Party from a third party where such Party is unaware, after reasonable inquiry, that such Confidential Information is subject to a confidentiality or other non-disclosure agreement; and (4) Confidential Information developed by a Party independently of disclosure by or receipt from the other Party.

Section 13.04    Return of Materials. Upon a Party's request and as directed by such Party, the other Party shall promptly return or securely erase, wipe clean and destroy, at the requesting Party's direction, any or all Confidential Information and all written materials that contain, summarize or describe any Confidential Information in its possession, except to the extent the Party in possession of such Confidential Information (1) has a license to such materials under this Agreement or (2) is required to retain particular Confidential Information in order to comply with Law or such Party's internal record retention requirements.

Section 13.05    Unauthorized Use, Access or Disclosure. Each Party shall promptly notify the other upon learning of any unlawful or unauthorized access, use or disclosure of the Confidential Information of the other Party; provided, however, if such Party is Supplier, such notice shall be within 24 hours of any Key Personnel having knowledge of such unauthorized access, use or disclosure. If a Party is responsible for such access, use or disclosure, such Party shall cure such access, use or disclosure promptly (but in no event later than 24 hours after learning of such access, use or disclosure, if such access, use or disclosure is capable of being cured within such 24 hour period) and provide satisfactory assurance to the other Party that such access, use or disclosure shall not recur.

Section 13.06    Record Maintenance and Retention.

ARTICLE 14    COMPLIANCE WITH LAWS.

Section 14.01    Compliance Obligations.

establish compliance with the Law; or (b) Voya Group (or its designee) may, at Supplier's cost, undertake such measures as Voya Group shall require and which are necessary to establish compliance with the Law. Further, if Supplier’s non-compliance with any of its obligations under Section 14.01 creates serious reputational or regulatory risk for Voya Group such that Voya Group *** continued receipt of the Services could reasonably be expected to have a material adverse effect on its reputation, Voya may terminate this *** in a termination notice to Supplier.

Section 14.02    Changes to Laws.

Section 14.03    Cooperation with Regulators. As reasonably directed by Voya Group, Supplier shall work with those Governmental Authorities that regulate Voya Group in an open and co-operative way, including: (1) meeting with such Governmental Authorities; (2) coordinating with Voya Group to provide to representatives or appointees of such Governmental Authorities any applicable materials, records and information relating to the Services or allowing any such representatives or appointees access to such materials, records and information relating to the Services and providing such facilities as such representatives or appointees may reasonably require; and (3) permitting representatives or appointees of such Governmental Authorities to have access on demand to any of its premises to the extent relating to the Services.

ARTICLE 15    REPRESENTATIONS, WARRANTIES AND COVENANTS.

Section 15.01    Voya. Voya represents, warrants and covenants that:

Section 15.02    Supplier. Supplier represents, warrants and covenants that:

by Voya Group to use new or corrected versions of such *** provided by Supplier 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 made by Voya Group or Voya Agents other than at the direction of Supplier; (d) Supplier 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 *** by Voya Group or Voya Agents with products or systems other than those provided by, or authorized by, Supplier or otherwise contemplated by this Agreement. Hardware and commercially available stand-alone Third Party Software provided by Supplier, and any other Third Party Materials excluded pursuant to a Statement of Work, are not subject to this Section 15.02(7), provided that Cognizant shall pass along to Voya Group any representations and/or warranties it has received from the providers of such Third Party Materials (which pass-through representations and warranties are expected to be documented by the Parties as part of the exclusion in such Statement of Work);

obligations with respect to issues caused by such third party. The warranty period will be extended on a day-for-day basis for any time between (x) Voya Group’s notifying Supplier of a failure and (y) Supplier delivering a fixed Deliverable back to Voya Group (plus a reasonable period of time to re-implement the Deliverable in Voya Group’s environment). If Supplier does not correct a Deliverable within the required time period (or, within a reasonable time period, if there is no such stated or mutually agreed time period, then Voya Group’s remedy will be to, in its sole discretion and without limiting any other rights or remedies that may be available to Voya Group: (i) require Supplier to continue working to correct the Deliverable, at no additional charge, (ii) hire a third party to fix such Deliverable and recover the reasonable additional costs from Supplier, such recovery to be capped at an amount equal to an equitable percentage of the Fees for the Deliverable (based on the relative size, ***, of the component of the Deliverable that is subject to the defect/error/failure), or (iii) require Supplier to provide an equitable credit as a partial refund for such Deliverable.

Section 15.03    Obligation to Replace. In the case of a breach of Section 15.02(7), or a Claim with respect to such Section, Supplier shall use its commercially reasonable efforts to either: (1) procure for Voya Group the right to continue using or receiving the applicable ***; or (2) replace or modify the applicable *** to be non-infringing without degradation or loss of functionality. If neither remedy is possible, Voya Group may receive a refund of Fees on a five (5) year straight line depreciation for such *** to the extent Voya Group returns or certifies destruction of the applicable ***.

Section 15.04    Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OTHER THAN AS SET FORTH IN THIS ARTICLE. EACH PARTY EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 16    INDEMNIFICATION.

Section 16.01    Voya. Voya shall defend, indemnify and hold harmless the Supplier Indemnified Parties from and against any Loss relating to a Claim by a third party against the Supplier Indemnified Parties:

Voya shall indemnify Supplier Indemnified Parties from any costs reasonably incurred in connection with enforcing this Section.

Section 16.02    Supplier. Supplier shall defend, indemnify and hold harmless the Voya Indemnified Parties from and against any Loss relating to a Claim by a third party against the Voya Indemnified Parties:

any federal, state or local Law governing employment) regardless of whether the claimant claims or is deemed by a court to be an employee or joint employee of Voya Group (it being expressly agreed between Supplier and Voya Group that such individuals are not intended to be employees of Voya Group);

Supplier shall indemnify Voya Indemnified Parties from any costs reasonably incurred in connection with enforcing this Section.

Section 16.03    Indemnification Procedures. If any Claim is commenced against an Indemnified Party, prompt notice thereof shall be given by the Indemnified Party to the Indemnifying Party.

regarding the terms and conditions of such settlement and consider any input that Supplier may wish to offer regarding the defense or settlement of the Claim.

Section 16.04    Contribution. If any Claim entitles a Party to indemnification from the other under Section 16.01 or Section 16.02, then the Parties shall allocate between themselves any loss, liability or costs arising out of or relating to such Claim according to each Party's relative share of liability, if any.

ARTICLE 17    LIMITATION OF LIABILITY.

Section 17.01    Direct Damages.

Section 17.02    Consequential Damages. Neither Party shall be liable for, nor shall the measure of damages include, any indirect, consequential, special, exemplary or punitive damages, including any loss of business or loss of profits arising out of or relating to its performance or failure to perform under this Agreement, regardless of the form of action or theory of recovery and even if such Party has been advised of the possibility of such damages or such damages could have been reasonably foreseen by such Party.

Section 17.03    Exclusions.

shall be limited to the greater of (x) *** or (y) the Fees paid or payable by Voya Group for the *** consecutive month portion of the Term preceding the date of the occurrence of the applicable event, act or omission giving rise to such damages.

Section 17.04    Injunctive Relief. Without limiting any rights of Voya Group or Supplier to obtain equitable relief under Law, Voya Group and Supplier acknowledge and agree that (1) any breach (or threatened breach) of Section 3.01, ARTICLE 6, Section 7.01, Section 7.05, ARTICLE 13, or Section 22.13 by Supplier shall be deemed to cause immediate and irreparable injury to Voya Group, and in the event of such breach (or threatened breach), Voya Group shall be entitled to seek injunctive relief, without bond or other security; and (2) any breach (or threatened breach) of ARTICLE 6, Section 12.04, or ARTICLE 13 by Voya Group shall be deemed to cause immediate and irreparable injury to Supplier, and in the event of such breach (or threatened breach), Supplier shall be entitled to seek injunctive relief, without bond or other security. The provisions of Section 11.03 shall not apply with respect to any request for such injunctive relief.

ARTICLE 18    INSURANCE.

Section 18.01    Coverage. Supplier shall carry and maintain in force, with reputable insurance companies authorized to do business in the jurisdictions where the Services are performed, insurance of the types and in the amounts of the minimum coverage, including:

as an Additional Insured on the Automobile Liability policy for liabilities assumed in this Agreement.

Section 18.02    Terms of Coverage. All insurance coverage required herein will provide primary coverage, without contribution from any or all other insurance of Voya Group, for all losses and damages caused by the perils or causes of loss covered thereby. Supplier agrees to have included in each of the insurance policies required herein a waiver of the insurer’s rights of subrogation against Voya Group, any other Indemnified Parties under this Agreement, and their respective insurers.

Section 18.03    Cost of Insurance Coverage. All insurance coverage shall be provided at Supplier's sole cost and expense. The deductible amounts for each of the policies in Section 18.01 shall be borne by Supplier.

Section 18.04    Evidence of Insurance Coverage. Within ten (10) days after the Effective Date and otherwise upon Voya Group's request, Supplier shall furnish to Voya Group Certificates of Insurance (including evidence of renewal of insurance) evidencing all coverage referenced in Section 18.01 including, as applicable, evidence that Voya Group shall be named as Additional Insureds for liabilities assumed in this Agreement to each applicable liability policy by means of the Certificates of Insurance. Supplier shall provide Voya Group thirty (30) days’ prior notice of any planned cancellation of the coverage by the applicable insurer. Cancellation or material alteration shall not relieve Supplier of its continuing obligation to maintain insurance coverage in accordance with this Article.

Section 18.05    Status and Rating of Insurance Company. All insurance coverage shall be written through insurance companies authorized to do business in the state in which the work is to be performed and rated no less than A- VII in the most current edition of A.M. Best's Key Rating Guide.

ARTICLE 19    TERM AND TERMINATION.

Section 19.01    General. This Agreement shall commence on the Effective Date and continue throughout the Term until terminated by either Party in accordance with the terms herein, including the remainder of this ARTICLE 19. The term of each Statement of Work, including Voya Group’s rights to any renewals and extensions of such term, shall be as specified in such Statement of Work. The termination of any one Statement of Work (in whole or in part) will not impact other Statements of Work or the Agreement as a whole. If all Statements of Work have terminated or expired, such that none are then in effect, then Voya Group may terminate this Agreement upon written notice to Supplier. Termination of this Agreement “in part” may include at Voya Group’s option termination of one or more Statements of Work, or portions thereof.

Section 19.02    Termination for Cause.

days after its receipt of such second notice, then Supplier may terminate the applicable Service upon notice to Voya.

Section 19.03    Termination for Convenience. Voya may terminate this Agreement (in whole or in part) upon *** days' notice to Supplier at any time without cause.

Section 19.04    Termination for Change in Control. Upon *** days' notice to Supplier, Voya may terminate: (1) this Agreement in the event of a Change in Control of (a) Supplier (or the disposition of the business performing the Services) or (b) Voya; or (2) a Service in the event of a Change in Control of the Supplier entity that is responsible for providing such Service or the disposition of the business performing such Services.

Section 19.05    Termination for Deterioration of Financial Condition. Voya may terminate this Agreement in the event that: (1) Supplier files a voluntary petition in bankruptcy or an involuntary petition is filed against it; (2) Supplier is adjudged bankrupt; (3) a court assumes jurisdiction of the assets of Supplier under a federal reorganization act, or other statute; (4) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of Supplier; (5) Supplier becomes insolvent, suspends business or ceases to conduct its business in the ordinary course; (6) Supplier makes an assignment of its assets for the benefit of its creditors; (7) the occurrence of a material adverse change in Supplier's business, properties, financial condition or operations adversely affecting the provision of Services; (8) Supplier's external auditor gives Supplier a “going concern” explanation or qualification; or (9) Moody's, Standard & Poor's or Fitch, or other equivalent rating agency, lowers Supplier's credit rating below “investment grade” (e.g., in the case of Moody's, a rating lower than Baa3; in the case of Standard & Poor's, a rating lower than BBB-; in the case of Fitch, a rating lower than BBB-; or, if the defined ratings shall have been revised by Moody's, Standard & Poor's or Fitch, an equivalent rating). Supplier shall give Voya prompt notice of any such event.

Section 19.06    Termination for Change in Law. Voya may terminate this Agreement or a Service upon *** days' notice (or such earlier period of time as required by a Governmental Authority) to Supplier if any change in Law (including applicable tax rates), or an applicable Governmental Authority imposes a binding restriction or requirement that makes, or shall make, it impossible for Voya Group to continue to receive the Services or that has or is expected to have the effect of materially increasing the cost of Services to Voya Group; provided, however, that the Parties shall negotiate in good faith a work around with respect to such change in Law or binding restriction or requirement during such *** day period. In the event that such change in Law or issuance of guidance is due primarily to the actions of Supplier, its Affiliates or agents (whether or not related to the Services), then such termination shall be treated as if it were a termination for cause.

Section 19.07    Termination for Failure to Refresh Damages Cap. Voya may terminate this Agreement upon notice to Supplier if the aggregate liability for claims asserted by Voya under this Agreement exceeds *** percent (***%) of the Damages Cap and Supplier does not agree to restore the Damages Cap to the amounts set forth in Section 17.01 within *** days after receipt of notice thereof by Voya.

Section 19.08    Termination for Force Majeure. Voya may terminate this Agreement or Service upon notice to Supplier if a Force Majeure Event prevents, hinders or delays performance of a Critical Function for more than *** days after the date of such event.

Section 19.09    Other Terminations. In addition to the provisions of this Article, this Agreement or a Service may be terminated as expressly provided elsewhere in this Agreement, including in Section 7.03(3), Section 7.03(11), Section 12.03(3), and Section 14.01(8).

Section 19.10    Termination Fees. Except as expressly set forth otherwise in the applicable Statement of Work, there shall be no termination fees in connection with a termination under this Agreement.

Section 19.11    Continuing Obligations. Any termination or expiration of this Agreement or Service shall not relieve or release either Party from any rights, liabilities or obligations that may have accrued under the Law or this Agreement.

Section 19.12    Effect of Termination. In the event of a termination or expiration of this Agreement (in whole or in part) or a particular Service:

Section 19.13    Termination Assistance and Bid Assistance.

Assistance Period, to: (a) continue to perform the terminated or expired Services (or portions thereof) under this Agreement (“Continued Services”); (b) reasonably cooperate with Voya Group or another supplier designated by Voya Group in the transfer of the Services to Voya Group or such other supplier in order to facilitate the transfer of the Services to Voya Group or such other supplier; and (c) perform any other services requested by Voya Group in connection with the transfer of the provision of the terminated or expired Services to Voya Group or another supplier (or the wind down of such Services), including any services set forth in the Exit Plan, Schedule L or the applicable Statement of Work (the services in clauses (a) through (c), the “Termination Assistance” or “Termination Assistance Services”). The Termination Assistance Services shall be considered “Services” and shall be performed in accordance with this Agreement. During any Termination Assistance Period, the Services described in clause (a) above shall be of the same quality and level of performance as provided prior to termination, but not less than as required under this Agreement.

the amount of such true-up Fees on its next invoice to Voya. If such credit is greater than the remaining payments for such Service then Voya shall receive a refund in an amount equal to such credit from Supplier no later than *** days after the applicable month.

ARTICLE 20    FORCE MAJEURE, BUSINESS CONTINUITY AND DISASTER RECOVERY.

Section 20.01    Force Majeure.

For example, if a tornado at a primary Service Location (Site A) prevents Service delivery from such Service Location and a flood prevents Service delivery from Site A's disaster recovery site (Site B), subject to the following sentence, Supplier shall be excused from

non-performance of the Service from such Service Locations due to a Force Majeure Event under Section 20.01(1), assuming Supplier continues to satisfy its obligations in Section 20.02. If, however, the Business Continuity Plan and Disaster Recovery Plan contemplated a category tornado at Site A and flood at Site B (i.e., the plans were designed to provide for recovery in spite of a tornado and flood impacting during the same period), then failure to implement the Business Continuity Plan and Disaster Recovery Plan or to recover the Service in accordance with the Recovery Time Objectives shall not be excused by the Force Majeure Event under Section 20.02.

Section 20.02    Alternate Source. If any Force Majeure Event or Business Continuity Event prevents, hinders or delays performance of a Service for more than the applicable Recovery Time Objective set forth in the Business Continuity Plan or Disaster Recovery Plan (or, if no time frame is specified, more than *** days after the date of such event), Voya may authorize Voya Group to procure such Services from an alternate source, or perform such Services for itself, and Supplier shall ***, including *** Services that are commercially reasonable *** of the then-current Fees for such Services to the extent *** itself, in each case, for ***; provided, however, that if Voya provides notice of termination with respect to such Services, Supplier's obligation *** under this Section shall cease as of the date of such notice.

Section 20.03    No Payment for Unperformed Services. If Supplier fails to provide the Services in accordance with this Agreement due to the occurrence of a Force Majeure Event or Business Continuity Event, the Fees shall be adjusted in a manner such that Voya is not responsible for the payment of any Fees for Services that Supplier (or an alternate source obtained by Supplier) fails to provide.

Section 20.04    Allocation of Resources. Whenever a Force Majeure Event or Business Continuity Event or other business continuity event causes Supplier to allocate limited resources between or among Supplier's customers, Supplier shall not provide to any of its *** customers *** Service Recipients, except to the extent required by applicable Law.

ARTICLE 21    ACTION PLANS AND STEP IN RIGHTS.

Section 21.01    Triggers for an Action Plan. If Supplier fails to perform any Critical Function or there otherwise is a Step In Event (each as defined in Schedule M or the applicable Statement of Work), including due to or arising out of a Force Majeure Event, Voya may request a draft of an action plan from Supplier, in which event Supplier will prepare and deliver within two (2) Business Days after receiving such request (or such other time period as to which Voya and Supplier may agree) such a plan (“Action Plan”) for Voya’s review and approval.

Section 21.02    Action Plan Contents. An Action Plan must specify in detail reasonably satisfactory to Voya:

Section 21.03    Voya Group’s Response to Draft Action Plan.

Section 21.04    Implementation of Action Plan. Supplier will only implement an Action Plan if Voya has approved it and then in the form approved by Voya.

Section 21.05    Exercise of Step In Rights.

ARTICLE 22    MISCELLANEOUS.

Section 22.01    Amendment. No amendment of this Agreement shall be valid unless in writing and signed by an authorized representative of the Parties (as designated by each entity from time-to-time).

Section 22.02    Assignment. Neither Party shall assign this Agreement, or any amounts payable pursuant to this Agreement, without the consent of the other; provided, however, that Voya may assign this Agreement to: (1) an entity acquiring all or substantially all of the assets of Voya; (2) the successor in any merger involving Voya; or (3) an Affiliate of Voya; provided, however, that, in each case, such entity agrees in writing to assume and be bound by all obligations of Voya under this Agreement. This Agreement shall be binding upon the successors and permitted assigns of the Parties. Any assignment in violation of this Section shall be null and void ab initio.

Section 22.03    Consents, Approvals and Requests. Except as specifically set forth in this Agreement, all consents, acceptances and approvals to be given by either Party under this Agreement shall be in writing and shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement.

Section 22.04    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.

Section 22.05    Entire Agreement. This Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof and represents the entire agreement between the Parties with respect to that subject matter.

Section 22.06    Export. Each Party shall comply with all Export Controls. Prior to providing Supplier with access to any technology or material (including data) in connection with the Services, Voya Group shall promptly notify Supplier of any technology or material that is subject to any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, will (with cooperation and assistance from Supplier): (1) identify the Export Controls (e.g., EAR or ITAR) and classifications (e.g., ECCN) applicable to such technology and materials, including any required third party licenses, consents or authorizations; (2) notify Supplier of such Export Controls; and (3) obtain any such required third party licenses, consents or authorizations or, if and as requested by Supplier, cooperate with and assist Supplier in obtaining such third party licenses, consents or authorizations. Subject to the foregoing, Supplier agrees to notify Voya Group of any technology, technical data or information that it will provide to Voya Group pursuant to this Agreement that is subject to control under applicable export regulations under any classification other than EAR99 (or its non-U.S. equivalent) and, in such event, will: (a) identify the Export Controls (e.g., EAR or ITAR) and classifications (e.g., ECCN) applicable to such technology and materials, including any required third party licenses, consents or authorizations; (b) notify Voya of such Export Controls; (c) obtain any such required third party licenses, consents or authorizations or, if and as requested by Voya Group, cooperate with and assist Voya Group in obtaining such third party licenses, consents or authorizations; and (d) upon Voya’s advance written request, provide any copies of such licenses, consents or authorizations requested by Voya Group to demonstrate compliance with the Export Controls. In addition, Supplier shall not access any Voya Data from a country embargoed by the U.S.

Section 22.07    Good Faith and Fair Dealing. Except where explicitly stated otherwise (e.g., use of “sole discretion”), the performance of all obligations and exercise of all rights by each Party shall be governed by the principle of good faith and fair dealing and by a commercially reasonable standard.

Section 22.08    Governing Law, Jurisdiction and Venue. This Agreement, including its formation, performance, enforcement and termination, and all aspects of the Parties’ relationship hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.  Each Party hereby irrevocably and unconditionally submits to the jurisdiction of (1) the United States District Court for the Southern District of New York and (2) the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement.  Each Party hereby agrees to commence any such action, suit or proceeding in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding cannot be brought in such court for jurisdictional reasons, to commence such suit, action or other proceeding in the Supreme Court of the State of New York, New York County.  Service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth in Section 22.12 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Agreement.  Each Party irrevocably and unconditionally waives any

objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  Each Party hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

Section 22.09    Continued Performance. Each Party agrees to continue performing its obligations under this Agreement while a dispute is being resolved except to the extent the issue in dispute precludes performance (dispute over payment shall not be deemed to preclude performance) and without limiting either Party's termination rights provided in ARTICLE 19.

Section 22.10    Independent Contractor.

Section 22.11    Non-Solicitation. Except as otherwise set forth in a Statement of Work with respect to Voya Group’s right to hire, during the term of a Statement of Work and for a period of twelve (12) months following the termination or expiration of such Statement of Work, each Party agrees not to, without the consent of the other Party, directly or indirectly, solicit for employment, hire or establish any consultancy or other working engagement with any employee of the other Party or its Affiliates that receive or provide the Services under such Statement of Work; provided, however, that nothing herein shall prevent either Party from (1) engaging in or using general solicitations to the public, general advertising, placement firm searches or similar means not directed or targeted at employees of the other Party and their Affiliates or (2) hiring any employee of the other Party (a) whose employment with such other Party has been terminated for at least *** days prior to such hire or (b) who initiates contact with a Party in response to indirect means such as general solicitations

to the public, general advertisement, placement firm searches or similar means not directed or targeted at such employee.

Section 22.12    Notices. All notices, requests, consents, approvals, agreements, authorizations, acceptances, rejections and waivers under this Agreement shall be in writing and shall be deemed given when: (1) delivered by hand or private, prepaid courier service to the person specified for the receiving Party at the address specified; or (2) mailed to that addressee at that address by a nationally recognized express mail carrier with package tracking capability or certified mail, return receipt requested, with postage fully prepaid. The Parties may change the address or person for notification upon ten (10) days' notice to the other. The initial notification information is:

Except as expressly permitted in this Agreement, an electronic mail message does not satisfy any requirement in this Agreement that a notice, consent, approval, agreement, authorization, acceptance, rejection or waiver must be in writing or signed by any person or Party, or any similar requirement.

Section 22.13    Publicity. Neither Party shall (1) use the name, trade name, trademarks, service marks or logos of the other Party in any publicity releases, news releases, annual reports, marketing materials, product packaging, signage, stationary, print literature, advertising or websites, (2) represent (directly or indirectly) that any product or service offered by the Party has been used, approved or endorsed by the other Party or (3) make any sort of public communication regarding the other Party, this Agreement, without the consent of the other Party, in each instance, which the other Party may withhold in its sole discretion.

Section 22.14    Remedies Cumulative. No specific remedy under this Agreement shall limit a Party's right to exercise all other remedies available to such Party under Law, in equity or under this Agreement, and all such remedies shall be cumulative.

Section 22.15    Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement shall remain in full force and effect, except to the extent such remaining provisions are not capable of substantial performance as a result of such holding.

Section 22.16    Survival. ARTICLE 5, ARTICLE 6, ARTICLE 8, ARTICLE 9, ARTICLE 10, ARTICLE 12, ARTICLE 13, ARTICLE 15 (to the extent relating to a breach occurring during the Term), ARTICLE 16, ARTICLE 17, Section 2.05, Section 7.01, Section 11.03, Section 12.02 (for

so long as any records are required to be retained pursuant to this Agreement), Section 19.09, Section 19.11, Section 19.12, Section 22.08, Section 22.11, Section 22.12, Section 22.13, this Section, Section 22.17 and any other provisions, Sections or Articles that by their nature are necessary to survive the expiration or termination of this Agreement or Service for any reason shall survive the expiration or termination of this Agreement or Service.

Section 22.17    Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns and each such Party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties, their permitted assigns, and with respect to ARTICLE 16, the Voya Indemnified Parties and Supplier Indemnified Parties.

Section 22.18    Waiver. No delay or omission by any Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or obligation shall not be construed to be a waiver of any succeeding breach or any other obligation.

Section 22.19    Non-Discrimination. To the extent applicable to the Services under this Agreement, Supplier shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Agreement as of the Effective Date.

Solely for the purpose of acknowledging that CTS US may perform local services in the United States of America in accordance with Section 2.01: