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2022-205
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Last modified
10/31/2022 12:37:01 PM
Creation date
10/31/2022 12:34:57 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
10/11/2022
Control Number
2022-205
Agenda Item Number
8.C.
Entity Name
Morningstar Investment Management LLC
Subject
Investment Advisory Services Agreement
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Participants that elect to receive the Advisory <br />Services. Any other use by the Plan Sponsor or <br />the Plan, including commercial use for the benefit <br />of another person, is prohibited under this <br />Agreement and shall be a material breach of this <br />Agreement. Plan Sponsor agrees to cooperate <br />and provide reasonable assistance to Morningstar <br />in connection with preventing and stopping any <br />unauthorized use, of the data, analyses, opinions <br />and other information contained in the Advisory <br />Services. <br />Annroval of Promotion. Plan Sponsor may not <br />mention or refer to Morningstar or the Advisory <br />Services in any correspondence, public <br />announcements, advertising, marketing or <br />promotional materials, or events (collectively, the <br />"Promotion Material") without Morningstar's <br />prior written approval. Plan Sponsor shall <br />incorporate appropriate notice, attribution and <br />disclaimer language into the Promotion Material, <br />as Morningstar may specify in its review of the <br />Promotion Material. Plan Sponsor shall have a <br />limited license to use the Morningstar name, <br />trademarks, service marks (the "Morningstar <br />Marks") identified herein but, in each instance, <br />only in the manner and format specified by <br />Morningstar in writing in advance. The <br />Morningstar Marks include: <br />Morningstar® <br />MfiI e <br />Any Promotion Material using the Morningstar <br />name or the Morningstar Marks shall include the <br />following disclosure, plus any additional <br />disclosures as indicated by Morningstar during its <br />review: <br />"The Morningstar name and trademarks are used, <br />under license, from Morningstar Investment <br />Management LLC. Morningstar Investment <br />Management LLC is a registered investment <br />adviser and subsidiary of Morningstar, Inc. <br />3 - <br />Non -ERISA July 2021 <br />Morningstar Investment Management LLC is not <br />affiliated with Plan Sponsor." <br />Morningstar has the authority to communicate to <br />Participants the features of the Advisory Services <br />electronically (online or via email) or through <br />direct mail, may utilize Plan Data for this purpose <br />and may require the Plan Sponsor to provide Plan <br />Data necessary to make these communications. <br />Confidentiality. The parties acknowledge that in <br />the course of their dealings hereunder, each may <br />acquire information about the other, its business <br />activities and operations, its technical <br />information and its trade secrets, all of which are <br />proprietary and confidential, but not including <br />Plan Data (the treatment of which is governed by <br />Sections 3.1-3.2 above) (the "Confidential <br />Information"). Each party hereby agrees that: <br />(a) all Confidential Information (including, but <br />not limited to the terms of this Agreement) <br />remains the exclusive property of the disclosing <br />party; (b) it shall maintain, and shall use prudent <br />methods to cause its employees and agents to <br />maintain (and not to otherwise copy, publish, <br />disclose or use other than as contemplated under <br />this Agreement), the confidentiality and secrecy <br />of the disclosing party's Confidential <br />Information; and (c) subject to any regulatory or <br />internal document retention policies, it shall <br />return or destroy all copies of the disclosing <br />party's Confidential Information upon request of <br />the disclosing party. Notwithstanding the <br />foregoing, Confidential Information shall not <br />include any information to the extent it: (i) is or <br />becomes a part of the public domain through no <br />act or omission on the part of the receiving party; <br />(ii) is disclosed to third parties by the disclosing <br />party without restriction on such third parties; <br />(iii) is in the receiving party's possession, without <br />actual or constructive knowledge of an obligation <br />of confidentiality with respect thereto, at or prior <br />to the time of disclosure under this Agreement; <br />(iv) is independently developed by the receiving <br />party without reference to the disclosing party's <br />Confidential Information; (v) is released from <br />confidential treatment by written consent of the <br />
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