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due to any of the following: (i) Morningstar's fraud or willful misconduct; or (ii) any act or omission for which Morningstar would be required to indemnify the Plan Sponsor, pursuant to Sections 7.1 above (as the case may be). Morningstar shall provide prompt written notice of any claim, action, or proceeding giving rise to such obligation, shall ,reasonably cooperate with its defense and/or settlement efforts and shall grant Plan Sponsor at Plan Sponsor's option, sole control of the defense and/or settlement of such claim, action, or proceeding. 8. ENHANCEMENTS AND MODIFICATIONS: Morningstar reserves the right in their respective discretion to enhance, modify, or provide upgrades (collectively "Changes") of the Advisory Services from time to time. Morningstar shall notify Service Provider of any Changes, who shall notify Plan Sponsor. 9. GENERAL 9.1 Form ADV. Morningstar is registered as an investment adviser under applicable federal or state law, or is otherwise exempt, and will promptly advise Plan Sponsor if at any time it is not so registered. Part 2A and 2B of Morningstar's Form ADV, Morningstar's registration document, contains additional information regarding Morningstar and its services. Plan Sponsor acknowledges that it has received a copy of Morningstar's Form ADV Part 2A and 2B (and, in the future, during the any Parts of the Form ADV that are required to be acknowledged and received during the Term of this Agreement). 9.2 Captions Not Determinative. Titles and paragraph headings herein are for convenient reference only and are not part of this Agreement. 9.3 No Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties to this Agreement. Non -ERISA July 2021 9.4 Force Majeure. No party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any act of God, or any government or any governmental body, acts of the common enemy, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such party. If a party is prevented from, or delayed in, performing any of its obligations under this Agreement, it will promptly notify the other parties, describing in reasonable detail circumstances causing the force majeure event, and the obligations which are thereby delayed or prevented, and will continue to use commercially reasonable efforts to recommence performance as soon as reasonably practicable. 9.5 Notice. All notices, including notices of address changes, required to be sent hereunder shall be in writing and shall be deemed to have been given when delivered electronically or by nationally recognized overnight courier or registered or certified mail, postage prepaid to the appropriate address below: If to Morningstar: Morningstar Investment Management LLC 22 W. Washington Street Chicago, Illinois 60602 Attn: General Counsel If to Plan Sponsor: To the address and individual identified in Exhibit A, or their successors. 9.6 No Third Party Beneficiaries. Nothing contained in this Agreement is intended or will be construed to confer upon any person not a party to this Agreement (other than the Plan, a person entitled to indemnification pursuant to the terms of the Agreement, and Participants or Beneficiaries, to the extent of rights expressly extended to them under this Agreement) any rights, benefits or remedies of any kind or