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character whatsoever, and no such person will be deemed a third -party beneficiary under or by reason of this Agreement. 9.7 Severability. In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties, such provision shall be deemed to be restated to be enforceable, in a manner which reflects, as nearly as possible, the intent and economic effect of the invalid provision in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. 9.8 Waiver. The waiver by any party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. 9.9 Modification. No representation or promise hereafter made, nor any modification or amendment of this Agreement shall be binding unless in writing and both parties have consented thereto, provided further, that such consent may be granted through a negative consent process. 9.10 Counterparts. This Agreement and any written modification hereof may be (a) executed in one or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same document; and (b) executed by facsimile signature by any party hereto and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required. 9.11 Assignment. None of the parties may assign this Agreement or any of the rights or obligations granted hereunder without the other parties' prior written consent. 9.12 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, and the Investment Advisers Act of 1940 or any rule, regulation or order promulgated thereunder, without reference to its conflicts of law principles. Z Non -ERISA July 2021 9.13 Survival. Termination or cancellation of this Agreement for any reason shall not relieve either party of obligations that accrued prior to termination or cancellation, or of obligations that by their nature are intended to survive this Agreement, including but 'not limited to obligations in connection with warranties, confidential information and indemnification. 9.14 Authority. The person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. 9.15 Entire Agreement. This Agreement and the Exhibit(s) constitute the complete agreement between the parties and supersede all previous or contemporaneous agreements, proposals, understandings, and representations, written or oral, with respect to the subject matter addressed herein, other than the disclosures made in Morningstar's Form ADV Part 2A and 2B. Recitals included at the beginning of this Agreement are hereby incorporated into this Agreement by this reference thereto.