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15. FIDUCIARY STATUS & RESPONSIBILITIES/LIABILITIES
<br />15.1 Clarity NOT A Fiduciary. Client acknowledges that, in providing the Services for any plan
<br />administration under this Agreement, Clarity is not assuming any fiduciary duties, responsibilities, obligations,
<br />nor any liabilities as a fiduciary of Client or of any of its employees, or their dependents who are participants
<br />in any of the benefit plans Clarity is administrating under this Agreement.
<br />15.2 Client's Fiduciary Responsibilities/Liabilities. All discretionary decisions which may arise in
<br />Clarity's providing any of the Services in administering any plans shall be referred by Clarity to Client for a
<br />final decision. Such discretionary decisions, for wNch Client shall have the ultimate responsibility and liability,
<br />shall include, but are not limited to, decisions on plan participation eligibility, funding, and benefits eligibility
<br />and payments of benefits, and legal compliance.
<br />15.3 Limitations of Clarity's Responsibilities/Liabilities. Clarity's responsibilities and liabilities under
<br />this Agreement shall be limited to providing administrative functions in connection with the various benefit
<br />plans which Client selects under this Agreement.
<br />15.4 Client as Plan Administrator & Fiduciary. Client shall be designated as the Plan Administrator in
<br />any plan document and shall be the plan's Named Fiduciary (as these terms are defined in ERISA). Client
<br />shall also have all other statutory and common law fiduciary responsibilities, obligations and liabilities for the
<br />plans.
<br />15.5 Clarity: No Assumption of Certain Responsibilities/Liabilities. Clarity is not assuming any of the
<br />functions, duties, or tasks, nor any of the legal obligations, responsibilities or liabilities of a Plan Administrator
<br />or Normal Fiduciary, nor any other fiduciary status imposed by any federal or state laws or regulations, or by
<br />common law.
<br />16. PLAN RELATED GOVERNMENTAL FILINGS
<br />16.1 Client's Filing Responsibilities. Client shall have the final responsibility for the accuracy,
<br />completeness, overall correctness and timely filing of all tax returns and other tax filings, and any other
<br />documentation related to any plan administered by Clarity under this Agreement, which documentation is
<br />required to be filed by any state or federal governmental agency for any such plan, including, but not limited
<br />to, the IRS Form 5500.
<br />16.2 Client's Indemnification. Except in the case of gross negligence on the part of Clarity, Client shall
<br />indemnify, defend and hold Clarity and all its owners, directors, officers, executives, managers, supervisors
<br />and employees harmless from and against any and all claims, charges, complaints, investigations or any other
<br />inquiries, and for any damages, or other liabilities, or any other adverse actions, including for attorneys' fees,
<br />investigation costs, fines, penalties, assessments, liens, and the imposition of interest payments, which arise
<br />from, or are related to, or are connected with, either directly or indirectly, or in whole or in part, failures by Client
<br />to fulfill all of Client's legal orfiduciary obligations as set forth herein, or as otherwise imposed by all federal and
<br />state laws and regulations on Client as tine Plan Sponsor, Plan Administrator, and Named Fiduciary, or
<br />otherwise as a fiduciary under any federal or state 'aw, government_ agency regulations or at common law, for
<br />any plan serviced by Clarity under this Agreement, including, without limitation, errors or failures to file ; tax
<br />and all other document filings required by anyfederal or state governmental agency for any plan as described
<br />herein, or as otherwise imposed by federal or state laws orregulations.
<br />17. AUDITS
<br />860520
<br />11.2.2016
<br />In the event that any of the plans administrated by Clarity through its services under this Agreement are
<br />audited bythe U.S. Department of Labor, the IRS, or by any other federal orstate administrative agencies, Client
<br />shall pay Clarity all the fees and expenses, including any attorney, accountant, consultant, or any other expert
<br />fees, which Clarity incurs as a result of any such audit.
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