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b. Crowe's Services may include the concepts of selective sampling and testing.
<br />Crowe's Services are not designed to detect fraud, errors, irregularities, malfeasance, or
<br />defalcation. Crowe's Services will not guarantee that fraud, errors, irregularities, malfeasance,
<br />or defalcation will not occur and the Services will not be expected to, or relied upon, to detect
<br />fraud, errors, irregularities, malfeasance, or defalcation that may exist. Client has not retained
<br />Crowe to identify and address abuses of management discretion, including the exercise or
<br />failure to exercise management discretion or business judgment by Client.
<br />C. Any information, advice, recommendations or other content of any Deliverable
<br />Crowe, other than Client's original information, is for Client's internal use only, consistent with
<br />the purpose of the Services. Client may not rely on any Deliverable until it is in its final form
<br />as indicated by Crowe as final. Crowe will not be required to update any final Deliverable for
<br />circumstances of which we become aware or events occurring after delivery. Crowe
<br />specifically notes that no advice Crowe may provide should be construed to be investment
<br />advice.
<br />d. Crowe will provide to the Management Representative any periodic updates
<br />regarding Services in progress and any Deliverables as Crowe deems necessary or as
<br />requested by the Management Representative.
<br />e. Nothing contained in this Agreement will be construed as limiting, expanding,
<br />or otherwise modifying Client's responsibility and authority for promptly reviewing the
<br />Services and Deliverables generated by Crowe, responding to and implementing the results
<br />of any Services performed by Crowe, and for ensuring that all necessary and proper action is
<br />taken in response to the Services rendered by Crowe. Crowe will not perform management
<br />functions, make any management or policy decisions, or act or appear to act in any capacity
<br />as a Client employee or manager. Crowe will not be asked to perform activities such as
<br />authorizing, executing, or consummating transactions or otherwise exercising authority on
<br />Client's behalf.
<br />f. As a regulated professional services firm, Crowe must follow certain
<br />professional standards where applicable, including the Code of Professional Conduct
<br />promulgated by the American Institute of Certified Public Accountants ("AICPA"). Therefore, if
<br />circumstances arise that, in Crowe's professional judgment, prevent it from completing this
<br />engagement, Crowe retains the right to take any course of action permitted by professional
<br />standards, including declining to express an opinion or issue other work product, or
<br />terminating the engagement.
<br />4. Client's Responsibilities.
<br />a. Client will designate a Management Representative knowledgeable in all laws,
<br />regulations, and industry practices applicable to the respective SOW. The Management
<br />Representative will determine and approve the risk, scope, and expected timeframe of
<br />Services to be performed, and the Management Representative will coordinate, review, and
<br />approve Crowe's performance of Services. The Management Representative will be
<br />responsible for promptly evaluating the Deliverables or the results of the Services and for
<br />reporting any issues or deficiencies to Crowe and the appropriate level of the Client's
<br />management. Client will be solely responsible for determining when, whether, and how any
<br />recommendations made by Crowe are to be implemented.
<br />b. Client represents that all information provided to Crowe in connection with this
<br />Agreement and each SOW is accurate and complete in all respects, contains no omissions,
<br />and will be updated on a prompt and continuous basis. Client represents that it has all rights
<br />and authority to permit Crowe to access or use any systems or third party products during
<br />performance of Services. As between Crowe and Client, Client will be responsible for the
<br />accuracy and completeness of all documentation, projections, or any other information
<br />MSA
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