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EMPOWER
<br /> PETIRE11EN F
<br /> Confidential Information provided or made accessible by Plan Sponsor to Empower in providing the
<br /> Services (collectively, the "Plan Sponsor Materials"). Plan Sponsor Materials do not include data and
<br /> information in the form or format maintained by Empower or supplied to Plan Sponsor by Empower. Plan
<br /> Sponsor grants to Empower a nonexclusive, nontransferable and non-sublicensable license to use Plan
<br /> Sponsor Materials in connection with its provision of the Services. Plan Sponsor grants Empower a limited,
<br /> revocable right and license to use Plan Sponsor's trade name, logo, trademark, and anonymized data in
<br /> materials created by Empower and for the purpose of promotion, advertisement or prospecting for new
<br /> clients, including, without limitation, media releases, requests for proposals, case studies, and sales and
<br /> marketing material.
<br /> 8.2. Empower Materials. As between the parties hereto, Empower and its affiliates shall own
<br /> all materials, documentation, user guides, forms, templates, business methods, trademarks,trade names,
<br /> logos, websites, Empower Software, technology, computer codes, domain names, text, graphics,
<br /> photographs, artwork, interfaces, and other information or material provided by Empower or its affiliates
<br /> hereunder (collectively, the "Empower Materials").Empower grants to Plan Sponsor and Participants (as
<br /> applicable) a nonexclusive, non-transferable and non-sublicensable license to use the Empower Materials
<br /> during the term of the Agreement solely for purposes of using Empower's Services hereunder and subject to
<br /> the terms and conditions set forth in this Agreement and any terms of use associated with Empower Software.
<br /> All rights with respect to the Empower Materials not specifically granted hereunder are reserved by Empower.
<br /> 9. Liability& Indemnification
<br /> 9.1. Empower agrees to indemnify the Plan Sponsor from and against any and all expenses,
<br /> costs, reasonable attorneys' fees, settlements, fines, judgments, damages, liabilities, penalties or court
<br /> awards asserted by a third party (collectively, "Damages") to the extent resulting from Empower's breach
<br /> of this Agreement, negligence, or willful misconduct. Notwithstanding anything to the contrary herein,
<br /> Empower shall not be liable to Plan Sponsor for any Damages resulting from: 1) any acts or omissions
<br /> undertaken at the direction of the Plan Sponsor or any authorized agent thereof; 2) any direction of any
<br /> third party retained by Plan Sponsor to provide services relating to the Plan,including but not limited to prior
<br /> service providers, investment advisors, or any authorized agent thereof; or 3) any performance of the
<br /> Services that is in strict compliance with the terms of this Agreement.
<br /> Plan Sponsor acknowledges that Empower and its directors, officers, employees and
<br /> authorized representatives are not responsible for the investment performance of any Investment Options
<br /> under the Plan.
<br /> 9.2. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
<br /> AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
<br /> PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
<br /> LOSS OF REVENUE OR PROFIT) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
<br /> OF SUCH DAMAGES.
<br /> 9.3. Insurance. Empower will, at its own cost and expense, procure and maintain in full force
<br /> and effect throughout the term of this Agreement insurance coverage that is reasonably appropriate to the
<br /> Services provided under this Agreement. The requirements in this section are not intended to, and will not
<br /> in any way, limit or qualify the liabilities and obligations of Empower under this Agreement.
<br /> SAGWTPACOGOV0521
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