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The Contract Administrator: 1. Agrees to perform the ministerial duties which are deemed reasonably necessary in the implementation and continued operation of the Plan as specified in the Self-Funded Dental Plan Administration Proposal marked Exhibit A. 2. Agrees to establish a commercial account with LaMorinda Bank for the purpose of paying vendor premiums, administration fees and claims of the Plan. It is further understood that no interest will be payable on any monies deposited in this account. 3. Agrees to provide the Employer with Quarterly and Annual Financial Statements. 4. Agrees to provide the Employer on a timely basis necessary data regarding the Plan for the Employer's preparation of form 5500. 5. Shall have the right to retain outside services at its own cost, including administrative services after concurrence from the Employer, so long as such action is not in violation or conflict with the assignment clause of this Agreement. 6. Shall have no responsibility for the proper funding of the Plan, its plan design. or its eligibility rules. 7. Shall make best efforts to inform the Employer promptly of relevant changes in laws or regulations applicable to the Plan. 8. Agrees that it has no authority other than as specified in Exhibit A with regard to the use or its disbursement of Employer funds. Indemnification 1. The Employer agrees to indem.nifY and hold harmless the Contract Administrator and its directors, officers, employees, subsidiaries and affiliates :ITom and against any and all claims made against the Contract Administrator as the direct result of any misconduct, error or omission of the Employer, or any of its directors, officers, employees, subsidiaries or affiliates taken in connection with the furtherance or performance of any provision of the Agreement, to the extent that said claims, loss, liability cost, damages and reasonable attorney fees have not been directly caused by any misconduct, error or omission of the Contract Administrator, its directors, officers, employees, subsidiaries and affiliates. 2. The Contract Administrator agrees that it will indem.nifY and hold harmless the Employer and its directors, officers, employees, subsidiaries and affiliates from and against any and all claims, loss, liability costs, damages and reasonable attorney fees incurred as the direct or indirect result of any misconduct, error or omission of the Contract Administrator or its directors, officers, employees, subsidiaries or affiliates taken in connection with the furtherance or performance of any provision of the Agreement, to the extent that said claims, loss, liability cost, damages and reasonable attorney fees have not been directly caused by any misconduct, error or omission of the Employer, its directors, officers, employees, subsidiaries and affiliates. 2 r