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If the MSA is terminated or your ongoing relationship with CLA is terminated,then the applicable Limitation <br /> Period is the lesser of the above periods or 12 months after termination of MSA or your ongoing relationship <br /> with CIA.The applicable Limitation Period applies and begins to run even if you have not suffered any damage <br /> or loss,or have not become aware of the existence or possible existence of a dispute. <br /> io. Confidentiality <br /> Except as permitted by the"Consent"section of this MSA,CLA will not disclose any of your <br /> confidential,proprietary,or privileged information to any person or party,unless you authorize us to <br /> do so,it is published or released by you,it becomes publicly known or available other than through <br /> disclosure by us,or disclosure is required by law,regulation,or professional standard.This <br /> confidentiality provision does not prohibit us from disclosing your information to one or more of our <br /> affiliated companies in order to provide services that you have requested from us or from any such <br /> affiliated company.Any such affiliated company shall be subject to the same restrictions on the use <br /> and disclosure of your information as apply to us.You also consent to our disclosure of information <br /> regarding the nature of services we provide to you to another independent network member of CLA <br /> Global,for the limited purpose of complying with professional obligations regarding independence <br /> and conflicts of interest. <br /> The Internal Revenue Code contains a limited privilege for confidentiality of tax advice between you <br /> and our firm.In addition,the laws of some states likewise recognize a confidentiality privilege for <br /> some accountant-client communications.You understand that CLA makes no representation, <br /> warranty or promise,and offers no opinion with respect to the applicability of any confidentiality <br /> privilege to any information supplied or communications you have with us,and,to the extent that we <br /> follow instructions from you to withhold such information or communications in the face of a request <br /> from a third party(including a subpoena,summons or discovery demand in litigation),you agree to <br /> hold CLA harmless should the privilege be determined not to apply to particular information or <br /> communications. <br /> The workpapers and files supporting the services we perform are the sole and exclusive property of <br /> CLA and constitute confidential and proprietary information.We do not provide access to our <br /> workpapers and files to you or anyone else in the normal course of business.Unless required by law or <br /> regulation to the contrary,we retain our workpapers and files in accordance with our record retention <br /> policy that typically provides for a retention period of seven years.After this period expires,our <br /> workpapers and files will be destroyed.Furthermore,physical deterioration or catastrophic events <br /> may shorten the time our records are available.The workpapers and files of our firm are not a <br /> substitute for your records. <br /> Pursuant to authority given by law,regulation,or professional standards we may be requested to <br /> make certain workpapers and files available to a regulator for its regulatory oversight purposes.We <br /> will notify you of any such request,if permitted by law.Access to the requested workpapers and files <br /> will be provided to the regulator under the supervision of CLA personnel and at a location designated <br /> by our firm.Furthermore,upon request,we may provide copies of selected workpapers and files to <br /> such regulator.The regulator may intend,or decide,to distribute the copies or information contained <br /> therein to others,including other governmental agencies. <br /> Page 4 of 7 <br />