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"Materials") which Clarity receives, sends, accesses, collects, or formats in providing the Services under this Agreement, and.all items which Clarity prepares, creates, analyses, or processes in providing the Services (collectively 'Work Product") shall be, and shall always remain, exclusively the property of Clarity. 10.4 Client's Restricted Use of "Work Product." Client shall have Clarity's Work Product made available to it for Client's use only as necessary under this Agreement. Client shall not use or disclose Clarity's Work Product for any other purpose nor for the purposes of any other person or entity, unless required by law. 11. RETENTION OF RECORDS/DOCUMENTATION Clarity shall maintain all the Materials and Work Product (collectively "Records") for whatever period of time is required by applicable law, but in no event less than seven (7) years. Client shall have reasonable access to the Records as necessary under this Agreement or otherwise for its legitimate business purposes. Client shall pay all reasonable costs which Clarity incurs in providing this access to Client. Client shall have the same responsibility to maintain any information, data or other documentation (collectively 'Documentation") which it sends, receives, collects, maintains, prepares or creates that relates to Clarity's administration of the plans and otherwise providing the Services under this Agreement. Client shall have the same obligation to providing Clarity with access to Client's Documentation as necessary under this Agreement or otherwise for Clarity's legitimate business purposes. 12. FIDUCIARY STATUS & RESPONSIBILITIES/LIABILITIES 12.1 Clarlty NOT A Fiduciary. Client acknowledges that, in providing the Services for any plan administration under this Agreement, Clarity is not assuming any fiduciary duties, responsibilities, obligations,nor any liabilities as a fiduciary of Client or of any of its employees, or their dependents who are participants in any of the benefit plans Clarity is administrating under this Agreement. 12.2 Client's Fiduciary Resaonsibilities/Liabilities All discretionary decisions which may arise in Clarity's providing any of the Services in administering any plans shall be referred by Clarity to Client for a final decision. Such discretionary decisions, for which Client shall have the ultimate responsibility and liability,shall include, but are not limited to, decisions on plan participation eligibility, funding, and benefits eligibility and payments of benefits, and legal compliance. 12.3 Limitations of Claritv's Responsibilities/Liabilities Clarity's responsibilities and liabilities. under this Agreement shall be limited to providing administrative functions in connection with the various benefit plans which Client selects under this Agreement. 12.4 Client as Plan Administrator & Fiducia Client shall be designated as the Plan Administrator inany plan document and shall be the plan's Named Fiduciary (as these terms are defined in ERISA). Client shall also have all other statutory and common law fiduciary responsibilities, obligations and liabilities for the plans. 12.5 Clarity; No Assumption of Certain Resi onsibilities/Liabilities Clarity is not assuming any of the functions, duties, or tasks, nor any of the legal obligations, responsibilities or liabilities of a Plan Administratoror Normal Fiduciary, nor any other fiduciary status imposed by any federal or state laws or regulations, or by common law. 13.AUDITS In the event that any of the plans administrated by Clarity through its services under this Agreement are audited by the U.S. Department of Labor, the IRS, or by any otherfederal or state administrative agencies, Client shall pay Clarity all the fees and expenses, including any attorney, accountant, consultant, or any other expert fees, which Clarity incurs as a result of any such audit. 860520 11.2.2016