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24 <br />3.1 Services. Empower will provide the Services set forth in this Schedule or as further <br />described in the Exhibits attached hereto. Empower will perform the Services in accordance with the <br />Performance Standards Exhibit as attached hereto. <br />3.2 Fiduciary Status. Except with respect to any Services for which Empower has specifically <br />agreed to act as a fiduciary under this Schedule, Plan Sponsor acknowledges that (i) Empower acts as a <br />non-discretionary service provider Directed by the Plan Sponsor or other Plan fiduciary and, as authorized <br />by the Plan Sponsor, by Participants; and (ii) performance of the Services do not involve the exercise of <br />any discretion in the administration or management of the Plan that would cause Empower to be a fiduciary <br />or a Plan Administrator as defined under the Code, ERISA, the Investment Advisors Act of 1940, or state <br />law, as applicable. The Plan Sponsor has appointed a Plan Administrator that has discretionary authority <br />for the administration and management of the Plan. The parties agree that Empower will not perform a <br />Service that could cause it to have discretionary authority or responsibility for the administration or <br />management of the Plan or disposition of Plan assets. Empower shall not render, or have any authority or <br />responsibility to render, investment advice for a fee or other compensation, direct or indirect, with respect <br />to any Plan assets, except as specifically provided for under this Agreement. <br />4 PLAN SPONSOR RESPONSIBILITIES <br />Plan Sponsor acknowledges that Empower cannot effectively perform the Services without Plan Sponsor’s <br />cooperation. Accordingly, Plan Sponsor acknowledges and agrees that it will fulfill the following duties and <br />obligations: <br />4.1 Provision of Information. Plan Sponsor or its designee, including any third parties <br />retained by or on behalf of the Plan or Plan Sponsor, will provide all information necessary for Empower to <br />perform the Services in a manner and format that does not require manual intervention or manipulation by <br />Empower. Plan Sponsor acknowledges and agrees that Empower shall not bear any responsibility for any <br />penalties or other costs incurred as a result of Plan Sponsor’s failure to provide such information in a timely <br />manner. Plan Sponsor further acknowledges and agrees that Empower may charge an additional fee if <br />any necessary information is not provided on a timely basis, or in an electronic format usable by Empower <br />without any manual intervention or manipulation. Plan Sponsor agrees that Empower shall be entitled to <br />fully rely upon the accuracy and completeness of information Plan Sponsor submits and that Empower shall <br />have no duty or responsibility to verify such information. If, as a result of incorrect or incomplete information <br />furnished by Plan Sponsor, it becomes necessary to repeat an y calculation or service, complete any new <br />forms or revise any completed forms, Empower reserves the right to charge an additional fee. Each party <br />agrees to bear its own transmission costs and is solely responsible for its own acts and omissions relating <br />to transmitting, receiving, storing and handling documents and information, including the maintenance of <br />all equipment, software and testing necessary to effectively, reliably and securely send and receive such <br />documents and information. <br />4.2 Remitting Contributions and Allocation Instructions. Plan Sponsor agrees that it is <br />solely responsible for collecting and remitting all initial and recurring contributions and loan repayments to <br />Empower electronically via Empower’s plan sponsor website, or another mutuall y agreed-upon manner <br />within the time prescribed by applicable law. Plan Sponsor acknowledges that Empower is not responsible <br />for monitoring the amount and/or timeliness of such contributions and loan repayments. <br />4.3 Plan Document Responsibilities. Plan Sponsor has the responsibility to ensure that the <br />Plan documents are accurate and complete, to interpret Plan terms and to review the Plan document <br />services provided by Empower, if any. Plan Sponsor is responsible to ensure that the Plan is being operated