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AND MERCHANTABILITY WITH RESPECT
<br />TO SUCH SERVICES. MORNINGSTAR
<br />DOES NOT GUARANTEE THAT THE
<br />ADVISORY SERVICES WILL BE
<br />DELIVERED WITHOUT INTERRUPTION,
<br />TIMELY, ERROR -FREE, OR SECURE.
<br />ERRORS MAY OCCUR IN SOFTWARE -
<br />BASED SERVICES AS A RESULT OF
<br />PROGRAMMING ERRORS, DATABASE
<br />ERRORS, OR OTHER CAUSES.
<br />5.3 Acknowledgement of Limitations on
<br />Recommendations. Plan Sponsor acknowledges
<br />and agrees that in providing the Advisory
<br />Services, Morningstar will only consider the
<br />Designated Investment Alternatives (as defined
<br />in Exhibit A) offered by the Plan, and that
<br />Morningstar shall have no obligation to consider
<br />or recommend investment options that are not
<br />Designated Investment Alternatives of the Plan.
<br />6. LIMITATION OF LIABILITY: The
<br />following Limitations of Liability shall be
<br />applicable:
<br />6.1 Limitation of Damages. IN NO EVENT
<br />SHALL EITHER PARTY BE LIABLE TO THE
<br />OTHER PARTY OR ANY THIRD PARTY FOR
<br />LOST PROFITS, CONSEQUENTIAL,
<br />SPECIAL, INCIDENTAL OR PUNITIVE
<br />DAMAGES, HOWSOEVER ARISING OUT OF
<br />OR RELATING TO THIS AGREEMENT,
<br />REGARDLESS OF THE BASIS OF THE
<br />CLAIM. THE FEDERAL SECURITIES LAWS
<br />IMPOSE LIABILITIES UNDER CERTAIN
<br />CIRCUMSTANCES ON PERSONS WHO ACT
<br />IN GOOD FAITH, AND THEREFORE
<br />NOTHING HEREIN SHALL IN ANY WAY
<br />CONSTITUTE A WAIVER OR LIMITATION
<br />OF ANY RIGHTS WHICH THE
<br />UNDERSIGNED MAY HAVE UNDER ANY
<br />FEDERAL SECURITIES LAWS.
<br />6.2 Plan Sponsor's Rights Under
<br />Securities Laws. Nothing in this Agreement is
<br />intended to or shall waive any rights to which
<br />Plan Sponsor is specifically entitled under the
<br />5
<br />Non -ERISA July 2021
<br />securities laws of the United States or any state,
<br />as applicable..
<br />7. INDEMNIFICATION
<br />7.1 Indemnification by Morningstar.
<br />Morningstar agrees to indemnify, defend and
<br />hold harmless the Plan Sponsor and its successors
<br />and assigns, directors, officers and employees,
<br />from and against any and all third party claims,
<br />demands, suits, actions, and any and all damages,
<br />losses, liabilities, taxes, penalties, fines, charges
<br />costs and expenses, including reasonable
<br />attorneys' fees, (individually a "Loss" and
<br />collectively "Losses") arising from
<br />Morningstar's breach of the fiduciary duty
<br />imposed pursuant to this Agreement.
<br />Morningstar's indemnification obligation shall
<br />not apply to any Loss or Losses arising out of or
<br />relating to a Loss due to any of the following: (i)
<br />the financial performance of any investment
<br />option included in the Plan; (ii) any violation of
<br />applicable law, rules, or regulations, or the terms
<br />of the Plan by a party other than Morningstar in
<br />connection with such investment option; (iii) the
<br />fault or negligence of, or violation of applicable
<br />law, rules or regulations, or the terms of the Plan,
<br />by Plan Sponsor or (iv) the delivery or
<br />transmission by the Service Provider, the Plan
<br />Sponsor or the Participant of incorrect,
<br />inaccurate, or incomplete Plan Data. Plan
<br />Sponsor shall provide prompt written notice of
<br />any claim, action, or proceeding giving rise to
<br />such obligation, shall reasonably cooperate with
<br />its defense and/or settlement efforts and shall
<br />grant Morningstar at Morningstar's option, sole
<br />control of the defense and/or settlement of such
<br />claim, action, or proceeding.
<br />7.2 Indemnification by Plan Sponsor. Plan
<br />Sponsor agrees to indemnify, defend and hold
<br />harmless Morningstar, and its successors and
<br />assigns, and its and their directors, officers and
<br />employees, from and against any Loss or Losses
<br />arising from Morningstar performance of
<br />services to the Plan. Plan Sponsor's
<br />indemnification obligation shall not apply to any
<br />Loss or Losses arising out of or relating to a Loss
<br />
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