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<br /> herein. Further, Flex-Plan will maintain all information,in compliance with all applicable statutes,
<br /> codes,and regulations,and as may be required by any govemmental regulatory body or any duly
<br /> constituted court.
<br /> 7. OWNERSHIP OF REPORTS AND DATA
<br /> All reports and data prepared by Flex-Plan,or prepared by Flex-Plan with input from the Employer,
<br /> pursuant hereto,remain the property of the Employer. Flex-Plan will provide the Employer with all
<br /> data generated pursuant hereto, upon request of the Employer,in electronic or printed format used in
<br /> its administration procedures.
<br /> 8. TERM OF AGREEMENT
<br /> This Agreement will be effective commencing the date first written above,and shall continue for a
<br /> period of one year thereafter. In the absence of notice of termination by either party more than 60
<br /> days prior to the end of the initial term,or prior to the end of a successive term thereafter,then the
<br /> term hereof shall automatically renew for an additional term of one year at the end of each successive
<br /> one-year term. Notwithstanding the foregoing,the term of this Agreement may be terminated by either
<br /> party,at any time during the initial term or subsequent terms,upon 60 days prior notice from one party
<br /> to the other. Upon termination of the term hereof,each of the parties agrees that it shall fully comply
<br /> with the requirements hereof,and shall complete any then-required perFormance in a timely manner.
<br /> Flex-Plan reserves the right to retain as an additional administrative fee any interest earned on funds
<br /> while held in a Flex-Plan maintained account. Flex-Plan may suspend claim processing and terminate
<br /> any or all services,in whole or in part,if Employer: fails to fund the Program as prescribed in Exhibit B
<br /> (through a failed direct deposit attempt,wire or otherwise),files for bankruptcy,becomes or is declared
<br /> insolvent,is the subject of any proceedings(not dismissed within 30 days)related to its liquidation,
<br /> insolvency or the appointment of a receiver or similar officer,makes an assignment for the benefit of all
<br /> or substantially all of its creditors,takes any corporate action for its winding-up,dissolution or
<br /> administration,enters into an Agreement for the extension or readjustment of substantially all of its
<br /> obligations,or recklessly or intentionally makes any material misstatement as to its financial condition.
<br /> Termination of this Agreement shall not terminate the rights or obligations of either party arising prior to
<br /> the effective date of such termination. The indemnity,confidentiality and privacy provisions of this
<br /> Agreement shall survive its termination.
<br /> 9. INDEMNIFICATION
<br /> The Employer shall defend,hold harmless,and indemnify Flex-Plan from and against any damages,
<br /> liabilities,claims,costs,and expenses, including reasonable attomeys'fees,whether at arbitration,
<br /> trial,on appeal,or in any regulatory proceeding(herein collectively"Claims")relating to the
<br /> Employer's default in perFormance of any of its duties in this Agreement,or related to the acts or
<br /> omissions of the Employer; provided,however,that the obligation to defend,indemnffy,and hold
<br /> harmless shall not apply to the extent such Claims result from the acts or omissions,including
<br /> negligence or willful misconduct,of Flex-Plan.
<br /> 10. FORCE MA,lEURE
<br /> Neither party shall be liable for failure to pertorm under this Agreement if such failure to pertorm arises
<br /> out of causes beyond the control and without the fault or negligence of the non-perForming party. Such
<br /> causes may include, but are not limited to, acts of God, war or other major upheaval, fires, floods,
<br /> epidemics, quarantine restrictions, unusually severe weather, and failure or disruptions in utilities due
<br /> to strike, labor disputes, or acts of nature. This provision shall become effective only if the party failing
<br /> to perform notifies the other party within 72 hours of the extent and nature of the problem, limits delay
<br /> in perFormance to that required by the event, and takes reasonable steps to minimize delays. This
<br /> notice provision shall not be effective unless failure to notify is beyond the control and without the fault
<br /> or negligence of the non-perForming party.
<br /> 11. MISCELLANEOUS
<br /> 11.1 The attached Exhibits are hereby incorporated as though fully set forth herein.
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<br /> 060713
<br /> ATTYlAGR.2014.141/Flex-Plan Services, Inc.
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