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EMPOWER
<br /> says_ U&i WN
<br /> and escheat such assets to the Plan's or the Participant's state of residence based on Empower's
<br /> records. However, Plan Sponsor may direct Empower, in writing, to treat the Plan's uncashed checks in a
<br /> different manner. Plan Sponsor is solely responsible for determining the appropriate handling of uncashed
<br /> checks and any unclaimed property under the applicable federal and state laws including the determination
<br /> and handling of amounts related to lost Participants.
<br /> 12.8. Website Services. Empower will,as part of the Services, host, maintain and make certain
<br /> information available to Plan Sponsor and Participants on a website or websites (the "Website
<br /> Services"). Plan Sponsor will not use or permit any use of the Website Services(i) in any unlawful or illegal
<br /> manner; (ii) in any way that could impair the Website Services or any other party's use thereof; or (iii) to
<br /> distribute,sell, resell, license or transfer any of Plan Sponsor's rights to access or use the Website Services or
<br /> make the Website Services available to any third party. Any user credentials, including user identification and
<br /> passwords, established by Plan Sponsor and its delegates or any Participant(each a"User ID") is issued to
<br /> a specific user and may not be shared or used by any individual other than that user. Plan Sponsor will be
<br /> responsible for the compliance by its users with the applicable terms of this Section. Empower may
<br /> terminate the User ID, or portions thereof, for any user involved in a breach of this Section. Plan Sponsor
<br /> acknowledges that transmissions through the Internet are inherently unsecure, that virus protection
<br /> software, firewalls and other security measures are not foolproof, and that the Website Services and their
<br /> content are not invulnerable to fraud or hacking. In addition, Plan Sponsor acknowledges that Empower
<br /> shall from time to time perform scheduled or emergency repairs,maintenance,and disaster recovery testing
<br /> on the websites, and that such activity,or other circumstances beyond Empower's reasonable control, may
<br /> cause the Website Services to be unavailable or delayed. Plan Sponsor agrees that Empower shall not be
<br /> liable for any such delays or downtime in the Website Services, or for any virus or malicious access to the
<br /> Website Services by third parties, provided that Empower has implemented and maintained security
<br /> features with respect to the Website Services that are consistent with this Agreement and commercially
<br /> reasonable industry standards.
<br /> 12.9. Force Majeure. Neither Empower nor Plan Sponsor shall be liable to the other for any
<br /> and all losses, damages, costs, charges, counsel fees, payments, expenses or liability due to delay or
<br /> interruption in performing its obligations hereunder, and without the fault or negligence of such party, due
<br /> to causes or conditions beyond its control, including, without limitation, labor disputes, riots, war and war-
<br /> like operations including acts of terrorism, epidemics, explosions,sabotage, acts of God, civil disturbance,
<br /> governmental restriction, transportation problems, failure of power or other utilities including phones,
<br /> Internet disruptions,fire or other casualty, natural disasters,or disruptions in orderly trading on any relevant
<br /> exchange or market, or any other cause that is beyond the reasonable control of either party.
<br /> 12.10. Severability. The provisions of this Agreement are severable, and if for any reason a
<br /> clause,sentence, paragraph or provision of this Agreement is determined to be invalid by a court or federal
<br /> or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity will
<br /> not affect other provisions of this Agreement that can be given effect without the invalid provision.
<br /> 12.11. Notices. All formal notices required by this Agreement will be in writing and shall be sent
<br /> to Empower as set forth below and to the most current Plan Sponsor and trustee address on file with
<br /> Empower. All notices sent shall be effective upon receipt.
<br /> SAGWTPACOGOV0521
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