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2.2 Termination by Plan Sponsor or Morningstar. Plan Sponsor or Morningstar may terminate this Agreement upon thirty (30) days prior written notice to the other parties for any reason or no reason; provided however, that Plan Sponsor shall continue to pay fees in accordance with Exhibit B for Managed Account Services rendered, prior to termination. 2.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, all rights granted to Plan Sponsor hereunder shall terminate immediately and all Participants shall no longer have access to the Advisory Services. Expiration or termination of this Agreement for any reason shall not affect the Plan's obligation to pay any and all fees and other amounts due and payable under this Agreement or relieve the Plan or Plan Sponsor of any liability for breach of this Agreement. 3. USE OF DATA AND CONFIDENTIALITY 3.1 Plan Data. All information communicated to Morningstar, whether before or after the Effective Date, by the Plan, Plan Sponsor, or the Service Provider, in connection with this Agreement, that relates to the Plan, the Plan's investments, or Plan Sponsor, Plan Sponsor's employees, former employees, Participants or Beneficiaries ("Plan Data"), will be held by Morningstar in confidence and used only for purposes of performing their Services under this Agreement in accordance with this Agreement or as disclosed in Morningstar's privacy policy. Plan Data will remain the property of the respective Plan or of the Plan Sponsor, as the case may be. Morningstar will maintain physical, electronic and procedural safeguards to avoid disclosing Plan Data to third parties, to at least the same degree as it employs to avoid unauthorized disclosure or publication of its own information or information of other customers, and in no event less than industry - standard safeguards. 2 Non -ERISA July 2021 3.2 Exceptions. Notwithstanding Section 3. 1, Morningstar may disclose Plan Data to those of their employees involved in providing the Advisory Services, but only to the extent reasonably necessary to perform the Advisory Services under this Agreement or as disclosed in Morningstar's privacy policy. Morningstar may disclose Plan Data to the extent required to satisfy any valid subpoena, court order, litigation or regulatory request, or other legal requirement of competent governmental authority, provided that immediately following receipt of such request or making a determination that disclosure is legally required. 3.3 Ownership. Notwithstanding the rights granted under this Agreement, Plan Sponsor acknowledges and agrees that Morningstar or its affiliates retain sole and exclusive ownership over all data, analyses, opinions, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information or other information provided by Morningstar ("Morningstar Intellectual Property"). Nothing contained herein transfers to Plan Sponsor or the Plan any ownership interest in the Morningstar Intellectual Property and any software, pictures, images, materials, changes, or other works of authorship provided contained in the Morningstar Intellectual Property. Plan Sponsor and the Plan have no right to make derivative works of the Morningstar Intellectual Property in any form for use in any medium currently in existence or under development, now or in the future. 3.4 Use and Promotion. Plan Sponsor agrees that the Advisory Services shall be made available only to retirement plans duly established under the laws of the United States of America and to Participants that are citizens and/or legal residents of United States of America or its territories. The Advisory Services, or any portion thereof, may be used by Plan Sponsor and its Participants only for effecting retirement planning for