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860520 11.2.2016 2. FEE STRUCTURE AND PAYMENTS 2.1 Fees. The fees included in Schedule B will be effective for a period of one year from the date of execution of this Agreement (the "Initial Period"). 2.2 Change in Fees & Due Date. After the Initial Period, fees are subject to change upon forty five (45) days written notice to Client for general price increases. Any such price increases shall not exceed more than six percent (6%) in any twelve (12) month period. Client hereby authorizes Clarity to debit from Client's account(s) on the due date any and all fees due to Clarity under this Agreement. 3. CLIENT'S RESPONSIBILITIES 3.1 Timely Submission of Accurate Information. Client will timely furnish to Clarity the complete and wholly accurate information deemed necessary by Clarity for Clarity to perform its obligations under this Agreement. Such information will be furnished in the time and manner requested by Clarity. The Client understands that Clarity cannot accurately perform its duties under this Agreement without accurate and timely information. 3.2 Clarity; Limitations of Obligations/Liabilities. Clarity shall have no liability to Client or any Plan participant as a consequence of inaccurate and/or untimely information provided to Clarity by Client, its designee or a former service provider. Clarity shall have no obligation to credit the Client for claims paid or service fees incurred as a consequence of Clarity receiving inaccurate or untimely information. Clarity shall have no obligation to independently verify any information provided to it in the performance of its services under this Agreement. 3.3 Review & Corrections of Reports. The Client shall promptly review any reports or other information provided to it by Clarity and shall notify Clarity immediately upon the discovery of any error or omission. Any report or other information provided by Clarity to Client shall be deemed to be accurate unless Clarity is advised by Client to the contrary in writing within Twenty (20) days after delivery of the report to Client. 3.4 Accurate information for Testing & Reports. Clarity may request certain census data from Client. Clarity will use such Client census data to perform applicable and required non-discrimination testing and/or governmental agency reporting. Clarity will promptly provide the Client test results derived from such testing. Client is responsible for review of test results and, if necessary, implementing plan changes in order to ensure plan compliance. 3.5 Responsibilities for All Governmental Filinas and Non -Discrimination Testing. Should Client fail to provide Clarity with requested census data in a timely manner, Clarity will be relived from the responsibility to perform applicable and required non-discrimination testing and/or governmental agency reporting. Clarity is not responsible for testing and/or governmental agency reporting performed with inaccurate data as provided by Client. Client shall review all governmental agency filings prepared by Clarity and Client shall have final responsibility and liability for the accuracy, completeness, correctness and timeliness of all such filings. 3.6 Responsibilities for Discretionary Decisions. Client shall assume responsibility to resolve all ambiguities and disputes relating to the plan eligibility of a participant, plan coverage, denial of claims and decisions regarding appeals of denials of claims, as well as any other plan interpretation questions. 3.7 Seeking Advice of Consultants and Legal Compliance. Clarity does not provide legal advice to its Clients. Should any issue arise regarding compliance with applicable laws, Client will seek appropriate legal advice. Client shall not take any action with regard to any plan which is prohibited by federal or state law or governmental agency regulation. Client shall seek advice of its own attorneys, actuaries and/or accountants to avoid any such prohibited activities wherever the Client deems such advice necessary or whenever directed by Clarity to seek such advice. 43