Terms and Conditions

The following terms and conditions apply to this Agreement.

1. Term.

The term of this Agreement will commence on the Effective Date and continue for one (1) year (“Initial Term”). Upon completion of

the Initial Term, this Agreement will renew and continue for successive one (1) year terms (“Successive Term”), unless and until a

written notice of non-renewal is issued by a Party no later than sixty (60) days prior to the completion of the Initial or Successive

Term. Initial and Successive Terms will be referenced herein collectively as the “Term.” During the Term, this Agreement may also

be terminated in accordance with Section 12 of this Agreement. The Parties intend for this to be a long-term, ongoing arrangement,

and not a temporary or intermittent arrangement.

2. Scope of Agreement.

2.1. The employment arrangement established under this Agreement will apply only in the states listed in Exhibit C, which is

incorporated by reference. Covered Employees will be considered co-employed by both Client and EF upon EF’s determination

that they are co-employed.. Consistent with Treasury Regulations at 26 C.F.R. Parts 301 and 602, Client shall at all times be

the common law employer of Covered Employees, but the entirety of an employer’s rights and responsibilities shall be shared

and allocated between EF and Client as provided in this Agreement so that Covered Employees also shall be employed by EF

for specified, limited purposes. EF shall be the employer of Covered Employees only for the purpose of meeting its obligations

under Section 4 of this Exhibit A and as necessary for purposes of compliance with applicable laws. Client shall be the employer

of Covered Employees for all employer responsibilities not specifically delegated to EF in this Agreement. EF’s retention of

rights as an employer shall not be deemed a mandate to exercise any of such rights, and does not negate Client’s ability to

exercise its rights and obligations as an employer. Client shall at all times have the privilege, authority, and duty to exercise the

rights and responsibilities that a worksite or common law employer has with respect to employees, including the rights assumed

by EF, subject to the requirements of this Agreement. EF reserves a right of direction and control over Covered Employees

and has a limited grant of authority to hire, terminate its employment of, and discipline and reassign Covered Employees only

as may be required under applicable law for EF to fulfill its responsibilities under this Agreement. However, EF assigns to Client

the actual control over (i) the day-to-day job duties of Covered Employees, and the portion of all job sites at which and from

which Covered Employees work. Client (a) accepts the assignment of actual control as provided in this Section, (b) understands

that Client has actual control over Covered Employees’ job duties and job sites at which and from which Covered Employees

work, and (c) agrees that EF is absolved of actual control over the Covered Employees’ job duties and job sites at which and

from which Covered Employees work. Client has the right to hire, accept, or cancel the assignment of, and to terminate its

employment of any Covered Employee, only to the extent consistent with applicable law. Client also has the right and obligation

to supervise, direct, and control the Covered Employees in order to conduct its business, discharge fiduciary responsibilities,

or comply with any federal, state or local licensure, regulatory, statutory, or other legal requirement. Client is solely responsible

for the quality, adequacy, and safety of all goods produced and services performed by the Covered Employees and for the

consequences, including damage to property and injury to third parties, resulting from Covered Employees’ acts committed

during and within the line and scope of Client’s business. All decisions made and actions taken in furtherance of Client’s

business shall be the exclusive responsibility of Client; EF shall bear no responsibility or liability for any action or inaction related

to Client’s business operations, even if Covered Employees implement the actions.

EF’s services shall not apply to Client employees living and/or working outside of the United States, and such employees

shall not be Covered Employees.

2.2. EF has no responsibility for Client employees who are not Covered Employees, or any other worker, laborer contractor, or

subcontractor providing services to Client. In the event EF has more than one workers’ compensation insurance policy, the

coverage provided by such policy or policies is strictly limited to the employees specified in the insurance policy documents.

Client will secure and maintain workers’ compensation insurance for all Client’s workers, if any, who are not Covered

Employees under this Agreement.

2.3. Client acknowledges that EF is not an insurance carrier and that as such EF may not be subject to certain laws and

regulations governing insurance or the sale of insurance.

3. Reservations of Rights.

This Agreement may reserve certain rights to EF for the purpose of EF delivering EF services in compliance with applicable licensing,registration, certification and other laws authorizing the delivery of professional employer organization services. The reservation of

rights in this Agreement is not an admission that EF either has exercised, or will exercise, such rights. It is the intent of the parties

that no inference of liability arises from the reservation of rights, other than the liabilities arising from the express terms of this

Agreement. Furthermore, notwithstanding any reservation of rights sets forth in this Agreement, Client remains solely responsible for

the day-to-day supervision of Covered Employees and for the selection of qualified workers for employment.

4. Obligations of EF

EF’s obligations are as follows with respect to the Covered Employees:

4.1. Payroll Administration. In the event Client fails to pay EF for its services, Client authorizes EF to elect to pay Covered Employees

using only the applicable minimum hourly wage and/or applicable minimum salary for exempt employees. Client acknowledges

that by doing so: (i) EF in no way waives any right to recover from Client; (ii) EF in no way admits to any employer or joint

employer obligation to pay wages following a failure by Client to pay EF absent an express obligation arising from state EF

licensing and registration laws; and (iii) Client is not relieved of its obligation to pay any unpaid wages owed to Covered

Employees. Client shall fully indemnify and hold EF harmless from any and all claims made by employees for wages in excess

of the amount paid by EF and all legal fees and expenses incurred in defense of such claims. If applicable, Client will allocate

employee hours worked to any federal or other contracts requiring specific payroll treatment and will provide EF the relevant

and required Wage Determination and Fringe Benefits information.

4.2. Payroll Taxes and Unemployment Insurance. In those states or other jurisdictions in which EF may or must use Client’s

employer account for purposes of reporting and remitting unemployment insurance contributions or any other payroll taxes,

Client authorizes EF to do so and agrees to cooperate with EF in the use of Client’s account. Client will provide all required

and requested forms, signatures, powers of attorney, reports, documents, credentials and historical data.

4.3. Employee Benefits. Client will cooperate with EF in all matters necessary for EF to properly administer the EF Health & Welfare

Plan, including, without limitation, executing all necessary agreements or other documents. EF’s obligations with respect to

employee benefits will not extend beyond the scope of the EF Health & Welfare Plan.

4.4. Workers’ Compensation Insurance. Client will cooperate with EF to provide any required notices to state agencies and/or

Covered Employees in connection with the provision of workers’ compensation insurance to Covered Employees.

4.5. Human Resource Consulting. To the extent requested by Client, EF may provide Human Resource consulting services to

designated management employees of Client either directly or through the use of third-party consultants or vendors, including

providing consulting services with respect to an Employee Handbook and other personnel policies and procedures (additional

fees may apply). Client shall be solely responsible to handle, investigate, and resolve any issue raised by a Covered Employee

pertaining to harassment, discrimination, retaliation, leave entitlements, or other employment-related issue. To the extent

requested by Client, EF may provide best practices information and assistance to Client; however, Client retains sole

responsibility for complying with applicable Employment Laws (defined below). Client expressly understands and agrees that

in providing Human Resource consulting services, EF is not providing legal advice, and EF is not providing such services as

a joint employer. Regardless of whether Client uses EF’s Human Resource consulting services, Client is ultimately responsible

for all personnel decisions, and Client is responsible to consult with legal counsel as needed regarding Human Resource or

employment-related issues.

4.6. Use of Affiliates and Other Sources of Revenue. Client understands, acknowledges and agrees that (i) some of the products

and/or services provided pursuant to this Agreement may be provided by third parties that are affiliated with or otherwise

related in some way to EF (“Affiliates”) and therefore some of the fees or charges paid by Client may include amounts payable

to Affiliates; and (ii) to the extent consistent with applicable law, EF and/or Affiliates may receive commissions, referral fees or

other sources of revenue with respect to the products and/or services provided pursuant to this Agreement.

5. Obligations of Client.

Client’s obligations are as follows:

5.1. Implementation. Client and EF will agree upon an implementation schedule shortly after the execution of this Agreement.

Client is responsible for providing documents, making decisions, and securing the cooperation of its employees, as needed

to complete implementation according to the agreed-upon schedule. EF will invoice Client for of the implementation fee

immediately upon execution of this Agreement. If, in the sole discretion of EF, Client has caused significant delay to the

implementation schedule, EF reserves the right to begin charging an administrative fee as set forth in the Fee Schedule.

5.2. Covered Employee Onboarding. Client is solely responsible for onboarding new Covered Employees by using EF’s electronic

onboarding workflow, or by submitting completed, accurate, new hire paperwork for each new employee before a newly-

hired employee first performs any work for Client. As indicated below in paragraph 5.5, Client is also solely responsible for

completing the I-9 verification process for each newly-hired employee, and Client understands and agrees that EF is unable

to process payroll for any newly-hired employee for whom Client has not completed all I-9 processes and procedures.5.3. Covered Employee Termination and Wage Changes. Client is solely responsible for any late payment penalties resulting

from Client providing EF with inadequate advance notice of termination or wage change. Client authorizes EF to add such

penalties to the final payment and invoice Client for same and/or to make deductions from Client’s accounts as set forth in

this Agreement.

5.4. Change in Circumstances. Client shall notify EF of the principal location of the workplace of each Covered Employee and

each location where such Covered Employee performs services for Client, and of any changes in such locations, including

Covered Employees who transition to a remote work arrangement, or who are hired to work remotely. Client must provide

prior written notice to EF of any new lines of business, new locations, and new class codes, and EF reserves the right to

approve or deny any such new business or class codes. Failure to provide such notice is a material breach of this Agreement.

Client shall not permit a Covered Employee to work outside a previously disclosed state without first obtaining written

permission from EF.

5.5. Immigration. Client is solely responsible for all I-9 processes and procedures. Client warrants that all Covered Employees

employed by Client prior to the Effective Date of this Agreement are authorized to work in the United States consistent with

the requirements of the United States Citizenship and Immigration Services (“USCIS”) and E-Verify where required by

applicable law, and they have provided documentary proof of such authorization as reflected on I-9 forms in the custody or

under the control of Client. Furthermore, Client represents and warrants that all names and Social Security records of

Covered Employees hired by Client prior to the Effective Date match, and that Client is without knowledge of any fact that

would render any such Covered Employee ineligible under applicable law to work in the United States. If during the term of

this Agreement, any Covered Employee’s work authorization expires (such as through the expiration of a visa or work permit),

Client shall prevent such Covered Employee from performing any further work until such Covered Employee’s work

authorization has been restored and verified consistent with USCIS and I-9 requirements. Client shall be solely responsible

for any such restoration and verification. Client will ensure that an I-9 is timely and properly completed for all new hires;

retain I-9 documents for the period required by law; and update I-9s when required by law. To the extent requested by Client,

EF may provide information to Client regarding the proper procedures for completion of the I-9; however, Client retains sole

responsibility for complying with all Form I-9 legal requirements. Any obligation placed upon an employer by applicable law

or by Client’s decision to verify the eligibility of an individual for employment through the E-Verify program or any successor

program or to in any manner utilize the E-Verify system, to the extent allowed by law, is retained solely and exclusively by

Client. Any fines or other penalties resulting from Client failing to follow proper I-9 or E-Verify procedures and processes will

be solely Client’s responsibility. Client will not engage in any discriminatory or other unlawful acts with respect to the I-9, E-

Verify process, or immigration status.

5.6. Payroll. Client shall be solely responsible for the verification of payroll information, including but not limited to verifying that

child labor laws have been complied with, and for providing applicable meal periods, rest breaks, and other breaks, as

required under applicable law, and for ensuring that wages, minimum wage, overtime, prevailing wage rate, piece rate,

commissions, and bonuses have been correctly calculated. In the event of a public utility or data processing/storage service

outage that prevents EF from performing its payroll processing services using complete and accurate data, EF reserves the

right to elect to pay estimated wages until such time as complete and accurate data is available to allow reconciliation and

Client funding of outstanding wages. Although EF may, at Client’s request, consult with Client regarding minimum and

overtime wages and exempt status requirements, Client is solely responsible for determining and maintaining the exempt

status of Covered Employees and Client agrees that Client alone possesses sufficient information to make such decisions.

Client is solely responsible for any prevailing or municipal minimum wage compliance requirements. Client shall be solely

responsible for all non-compliance penalties and liabilities resulting from Client’s failure to timely forward legal process or

other necessary payroll data to EF or to sign required authorization documents.

5.7. Business Operations. Client will oversee all aspects of the operation of Client’s business, including, but not limited to the

production and delivery of services and products, product design, accounting, cash control, and loss/breakage/theft

prevention. EF is not responsible for the acts, errors, or omissions of Client or any Covered Employee, or any crimes, torts,

misconduct, or wrongdoing of Covered Employees because they are not under EF’s direction, supervision, and control. Client

is solely responsible for recruiting and selecting competent workers in order for Client to conduct its business safely and

lawfully. To the extent required by applicable law, Client is solely responsible for providing tools and equipment necessary

for Covered Employees to perform their job duties and reimbursing Covered Employees for all recoverable expenses incurred

in the course of their employment. Client shall supervise, direct, and control Covered Employees to the extent necessary for

Client to conduct its business safely and lawfully. Client is solely responsible for compliance with wage and hour laws

governing scheduling, such as holidays, reporting time, on call time, stand by time, make up time, shift spacing, meal periods,

breaks, rest periods, days of rest, fluctuating workweeks, flexible scheduling arrangements, scheduling notifications, and all

other matters related to hours scheduled and worked. Client acknowledges that such matters are not within EF’s control and

Client agrees to timely pay any penalties, premiums, or other amounts owed related to these issues. Covered Employees in

supervisory positions shall have no responsibility for employees other than the Covered Employees.

5.8. Business and Occupational Legal Compliance. Client will comply with all laws governing Client’s business, including but not

limited to laws pertaining to required filings, licensing, taxes, fidelity bonding, insurance, facilities/building codes and

regulations, and environmental compliance. If any Covered Employee is required to be licensed, registered, or certified under

any federal, state, or municipal law or regulation, or to act under the supervision of such a licensed, registered or certified

person or entity in performing the employee’s services, then any such person(s) will be deemed an employee of Client forsuch licensure purposes. Client will be solely responsible for verifying licensure and/or providing the required supervision.

5.9. Client Employee Benefit Plans. Client will not provide employee benefits to Covered Employees or their dependents (“Client

Plans”) in addition to or in lieu of the benefits available under the EF Plans without the express written consent of EF. To the

extent employee benefits are provided to Covered Employees or their dependents under a Client Plan, Client will: (i) ensure

that the Client Plan is administered in compliance with applicable law and the terms and provisions of the applicable plan

documents; and (ii) retain sole responsibility and liability for the Client Plan. Client understands, acknowledges and agrees

that: (a) EF is not a plan sponsor, plan administrator or fiduciary with respect to any Client Plan; (b) EF shall have no other

role, responsibility or liability with respect to any Client Plan, including, without limitation, that of a third-party administrator;

and (c) to the extent that EF provides any administrative or other services with respect to a Client Plan, (1) all such services

are taken on behalf of Client and at Client’s specific direction, (2) EF shall have no discretion with respect to such services,

specifically including any ability to make determinations with regard to eligibility and participation requirements under such

plans, (3) EF shall not take on any fiduciary or other obligations as result of such services under the Employee Retirement

Income Security Act of 1974, as amended (ERISA), or any other law and (4) Client shall remain solely responsible and liable

for such services and any underlying Client obligations. EF will only administer deductions for Covered Employees for Client

Plans under a separate signed Agreement, and only in reliance on information supplied by Client and participants in doing

so.

5.10. Cooperation with EF. Client will respond in a timely and accurate fashion to requests from EF for records and data necessary

for EF to perform its services. Upon receipt Client will immediately (and no later than one (1) business day after receipt) send

EF copies of demands, notices, claims, summons and other legal papers related to the Covered Employees. Client will

cooperate with EF in the investigation, remediation, settlement, and defense of legal claims related to the Covered

Employees.

5.11. Legal Compliance. Client will comply with federal, state and local laws governing its business, including labor and

employment laws. Although EF may consult with Client regarding labor and employment related compliance matters, Client

is responsible for conducting its business and decision-making in a way that complies with all federal, state, and local labor,

employment, wage theft and other wage payment laws, and employee benefit laws, including, without limitation, the Civil

Rights Acts of 1866, 1964 (including Title VII), and 1991; the Age Discrimination in Employment Act; the Americans with

Disabilities Act (ADA); the Family and Medical Leave Act (FMLA); the Worker Adjustment and Retraining Notification Act

(WARN); the National Labor Relations Act (NLRA); the Equal Pay Act; the Pregnancy Workers Fairness Act; the Fair Labor

Standards Act, including amendments thereto under the Providing Urgent Maternal Protections for Nursing Mothers Act

(FLSA); the Vietnam Era Veteran’s Readjustment Assistance Act; the Rehabilitation Act of 1973; the Fair Credit Reporting

Act (FCRA); the Employee Polygraph Protection Act; the Immigration Reform and Control Act (IRCA); the Older Workers

Benefits Protection Act (OWBPA); the Occupational Safety and Health Act (OSHA); the Uniformed Services Employment

and Reemployment Rights Act (USERRA); the Genetic Information Non-Discrimination Act (GINA); the Coronavirus Aid,

Relief and Economic Security Act (CARES Act), the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated

Appropriations Act, 2021, and the American Rescue Plan Act of 2021, and related regulations and guidance, and all other

local, state and federal laws governing the employment relationship, including but not limited to, such laws governing

discrimination in the workplace (collectively, “Employment Laws”).

5.12. Employment Contracts. EF is not bound by any employment contract between Client and a Covered Employee. However,

EF will comport with Client’s instructions in the course of providing services with respect to a Covered Employee covered by

an employment contract with Client, so long as such instructions are lawful, fully disclosed to EF, and consistent with all

other terms of this Agreement. Client is solely responsible for compliance with and the legal interpretation of any employment

contract.

5.13. Background Checks and Other Responsibilities. EF does not assume any responsibility for, and makes no assurances,

warranties, or guarantees as to, the ability or competence of any Covered Employee. This Agreement in no way alters any

responsibilities of Client to perform any and all work history, reference checks and background checks on Covered

Employees (including driving and accident record history and the maintenance of a valid license to drive Client’s vehicles).

Additionally, Client assumes full and complete responsibility for the consequences of performing or failing to perform, initially

and on an on-going basis such checks. EF shall have no responsibility with regard to these matters.

5.14. Collective Bargaining Agreement. If Client has entered into a Collective Bargaining Agreement (CBA) pertaining to any

Covered Employees, Client agrees that it will remain the sole employer of such Covered Employees for purposes of the

National Labor Relations Act (NLRA), and that it will remain solely responsible and liable for all obligations arising under the

NLRA and any applicable CBA, including, without limitation, the duty to bargain. Additionally, Client expressly warrants that

this Agreement will not modify any of the terms of any applicable CBA. EF shall not be considered a party to any such CBA.

Client represents and warrants that Client has not entered into a CBA pertaining to any Covered Employee during the Term

unless such CBA is attached hereto as an exhibit. Client further represents and warrants that there are no unfair labor

practice charges pending or threatened against Client. Client understands and agrees that Client must notify EF immediately

upon any organizing efforts affecting Client that occur during the term of this Agreement.

5.15. Leave and Disability Accommodation. To the extent applicable to Client and to the extent required by law, Client will acceptobligations and costs associated with compliance with the FMLA, ADA, and similar state and local laws, including but not

limited to the cost of providing reasonable accommodation of disabilities, recordkeeping requirements related to leave and

disability accommodation, reinstating employees returning from leave or finding replacement employment for them if required

by law, and the cost of continuing benefits during leave if required by law. Client agrees that should the FMLA be applicable

to Client, to the extent allowed by law, Client has sole responsibility for compliance and that it is the intent of the Parties that

this Agreement shall have no impact on Client’s obligations as an employer responsible for FMLA compliance.

5.16. Downsizing Notices. Client will provide all notices required by the WARN Act and similar state and local laws.

5.17. Government Contracts. Client will be solely responsible for compliance with requirements pertaining to government contracts

pursuant to federal, state, county and local laws, regulations, and ordinances, including but not limited to compliance with

the Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, the Walsh-Healey Public

Contracts Act, the Davis Bacon Act, and the Service Contract Act of 1965, if applicable. Client agrees that EF shall have no

responsibility or liability under any government contracts entered into by Client.

5.18. Other Taxes and Fees. Other than required payroll withholding taxes covered by this Agreement, Client is responsible for

paying and reporting all applicable taxes and governmental fees (including environmental fees required by the California

Health and Safety Code for Covered Employees working in California). Additionally, any tax imposed by any local or state

taxing authority based upon Client’s relationship with EF, such as a sales or use tax, or gross receipts tax, shall be the sole

responsibility of Client.

5.19. Incentive Compensation and Fringe Benefits. Client is solely responsible for funding and accurately determining eligibility for

incentive compensation and fringe benefits, including, without limitation, vacation, paid sick leave (including legally mandated

paid sick leave), other paid time off, profit sharing, deferred compensation, bonuses, severance payments, stock- or other

equity-based compensation, commissions, and other incentive compensation payments, including determining whether

individuals qualify to receive W-2 wages and benefits. Although said payments should be made through EF’s payroll in order

to ensure proper reporting and remittance of taxes, EF has no responsibility for the administration or funding of fringe benefits

payments. Notwithstanding the forgoing, EF will process payroll with respect to fringe benefits at Client’s request, provided

EF has received any requested documentation in a form and substance reasonably satisfactory to EF, and when appropriate

and permitted by law, and EF will assist Client with tracking accruals and payments of fringe benefits when practicable, so

long as such activities are consistent with all other terms of this Agreement. Given Client’s unique knowledge of its incentive

compensation programs, Client remains solely responsible for determining when overtime compensation is owed on such

payments and shall inform EF of same.

5.20. Work Site Safety. Client is the sole Employer with respect to safety-related compliance. Client retains exclusive control over

the safety of the workplace(s) where Covered Employees work, and thus retains sole responsibility for compliance with

applicable federal, state and local health and safety laws, regulations, ordinances, directives and rules relating to the

workplace (Workplace Safety Laws). Client is solely responsible to identify and eliminate all known workplace threats to

Covered Employees’ health or safety. Client acknowledges and agrees that Client has not retained EF to manage or control

Client’s business or operations, and EF has no duty or authority to inspect, install, modify, repair, or maintain any equipment,

tools, vehicles, or machinery that Covered Employees may use. However, EF reserves the right to inspect Client’s workplace

for the sole purpose of verifying compliance with the terms of this Agreement. Any inspections that EF or its workers’

compensation insurance carrier may conduct are not for the purpose of identifying the unique threats to the health and safety

of Covered Employees that may exist in Client’s workplace(s), thus such inspections would not fulfill a requirement for a full

safety audit or inspection under applicable laws or regulations. Thus, Client shall, at its sole cost and expense, take all

necessary steps to comply with Workplace Safety Laws, including, without limitation, the following:

5.20.1. Client shall take reasonable steps to evaluate worksite conditions pertaining to the health and safety of Covered Employees,

by doing periodic inspections; Client shall identify all known hazards to Covered Employees’ health and safety, inform

Covered Employees of such health and safety hazards, and take all reasonable measures to eliminate such health and

safety hazards; Client shall provide Covered Employees with appropriate and required personal protective equipment; Client

shall provide legally required training to Covered Employees regarding the safe performance of job duties, the proper use of

personal protective equipment, and the maintenance of a safe work environment; Client shall establish and maintain a

written, effective Injury and Illness Prevention Program (“IIPP”) that protects Covered Employees, and Client shall fully

implement Client’s IIPP; Client shall implement specific safety programs as required by OSHA or any applicable state or

local requirements, depending on the work environment and the type of work being performed by Covered Employees;

5.20.2. Client shall ensure that each Covered Employee has, and is informed of, the following protections: (i) Covered Employees

have the right to complain or report work conditions that the Covered Employee reasonably believes to be unsafe,

unhealthful, or hazardous; (ii) Covered Employees have the right to refuse to work in conditions that the Covered Employee

reasonably believes to be unsafe, unhealthful, or hazardous; and (iii) Covered Employees will not be subjected to any sort

of retaliation or discrimination for reporting unsafe, unhealthful, or hazardous conditions or for refusing to work in unsafe,

unhealthful, or hazardous conditions; and

5.20.3. In the event EF provides advice or information to Client regarding safety in the workplace, EF does so as a consultant onlyand not as the employer in control of the workplace. Client at all times retains sole responsibility for providing appropriate

training regarding job duties, workplace safety, and other related topics.

5.21. Accident and Injury Reporting Procedure. Client shall immediately, (and under all circumstances within one (1) business day)

report accidents and injuries involving Covered Employees including “first-aid” events. Client shall deliver a complete written

report of an accident or injury to EF no later than three (3) business days after the occurrence of such accident or injury.

Failure to provide the complete report of accident or injury within three (3) business days may result in a late reported claim

fee. Client is solely responsible to report accidents and injuries involving Covered Employees to OSHA and/or any similar

state agency as required by applicable law. Client’s failure to timely report an accident or injury involving Covered Employees

may result in one or more substantial fines, or other costs, pursuant to applicable law or to insurance company protocols

and/or operating procedures. Any fines or any other costs incurred as a consequence of Client’s failure to comply with the

provisions of Sections 5.20 and 5.21 shall be the sole responsibility of Client. Client agrees that if EF receives a citation as

a consequence of Client’s failure to comply with Sections 5.20 and 5.21, Client’s indemnification obligations, set forth in

Paragraph 10 shall apply; Client will cooperate in accident/injury investigations by the applicable workers’ compensation

carrier or its representative. If modified or light duty is required for a Covered Employee by applicable law or requested by

EF or its workers’ compensation carrier for the purpose of reducing the cost of claims that may be incurred, Client may either

provide modified or light duty, or pay a Supplemental Claims Management Fee which may be established and charged by

EF.

5.22. Contractors. Client shall ensure that contractors, subcontractors, and others providing services to Client have the appropriate

and required workers’ compensation insurance coverage, and agrees that in no event will any of its independent contractors

or subcontractors be covered under a workers’ compensation policy made available by EF.. Client shall also maintain

appropriate and required workers’ compensation insurance coverage for Client workers who are not covered by this

Agreement, if any. Client is solely responsible for any costs, expenses, employer responsibilities, and liabilities associated

with Client independent contractors, including subcontractors of such independent contractors, who are reclassified as Client

employees (including, without limitation, paying additional workers’ compensation premiums from the date such Covered

Employee would be eligible to be covered under any workers’ compensation insurance policy made available by EF). In the

event EF is subjected to threatened or actual litigation as a result of such reclassification, whether the reclassification is

voluntary or involuntary, Client shall defend and indemnify EF pursuant to Section 10.

5.23. Record Keeping. Client will maintain accurate records of hours worked to the extent required by law and will make such

records available to EF upon request. Client is solely responsible for creating and maintaining accurate records of hours

worked and attendance. Client is solely responsible for compliance with any state or federal requirement to file a report or

information providing pay data information and for filing any required EEO-1 Report, or similar report under state law. Client

is solely responsible for the proper use of any time and attendance system, regardless of whether the system is provided by

EF (if any) or another source. Client will ensure that all hours worked by Covered Employees are accurately captured and

reported by the time and attendance system. Client will not use any method, including rounding or off-the-clock work, to pay

Covered Employees less than the amount due to them pursuant to applicable law. To the extent state or local law requires

employers to provide wage statements containing information different than or in addition to the information contained in

EF’s wage statements, Client shall issue supplemental wage statements to Covered Employees in compliance with

applicable law. Client will maintain other records as directed by EF and in compliance with EF’s policies and procedures.

Client is solely responsible for complying with all federal, state, and local laws that require posting of information at Client’s

workplace(s) or providing notices to employees.

5.24. Healthcare Reform / ACA Compliance. If Client is or hereafter becomes subject to any provision of the ACA, based on the

statutory language of the ACA or any regulations thereunder, Client is solely responsible for all compliance with all such

provisions of the ACA applicable to Client, including but not limited to provisions as they may apply to plan design,

maintenance, eligibility, participation, affordability, benefits and formulary, offers of coverage, tracking initial measurement

periods, standard measurement periods, or stability periods, providing plan notices and plan documents, and making

appropriate filings and reports. Client understands, acknowledges and agrees that Client is solely responsible and liable for

all obligations with respect to Healthcare Reform’s Employer “Play or Pay” Mandate under Section 4980H of the Internal

Revenue Code of 1986, as amended (IRC), and other applicable laws, including, without limitation, any tax reporting

obligations under IRC Sections 6055 and 6056. To the extent that EF agrees to assist Client with satisfying these obligations,

Client understands, acknowledges and agrees that: (i) EF is not providing legal or tax advice to Client and Client will seek

appropriate legal and tax advice from its own legal and tax advisors; (ii) EF will rely on the accuracy of all information and

documents provided by Client with respect to such assistance; and (iii) Client will remain solely responsible and liable for

such obligations.

6. Insurance. During the Term of this Agreement, Client will at a minimum maintain the insurance coverage listed in this section. Upon

request, Client will furnish EF with Certificates of Insurance as evidence of coverage.

6.1. General Liability. Client shall maintain commercial general liability insurance coverage, including without limitation, products

and completed operations coverage, independent contractors’ protective coverage, contractual liability coverage for this

agreement, and broad form property damage, including coverage for explosion, collapse, and underground property damage

hazards applicable to all of Client’s operations and job sites. Such insurance shall provide limits not less than one million

dollars ($1,000,000.00) per occurrence for injury, including contractual liability and advertising injury, and two million dollars($2,000,000.00) general aggregate for bodily injury, including death resulting therefrom, personal injury, and property

damage. Such policy shall provide coverage for the acts or omissions of the Covered Employee.

6.2. Automobile Liability. Client shall maintain business automobile insurance, including hired, owned, and non-owned

automobiles, against bodily injury, including death resulting therefrom, with limits of one million dollars ($1,000,000.00) per

occurrence combined single limit. Such policy shall provide coverage applicable to the use or operation of vehicles by the

Covered Employee.

6.3. Cyber-Liability. Client shall maintain cyber-liability insurance. Such insurance shall provide limits not less than one million

dollars ($1,000,000.00) per occurrence.

6.4. Professional Liability. Client shall maintain professional liability insurance, if appropriate, including, without limitation,

malpractice or errors and omissions coverage and in compliance with any regulation mandating such coverage. Such

insurance shall provide limits not less than one million dollars ($1,000,000.00) per occurrence.

6.5. Workers’ Compensation. Some states permit a professional employer organization, like EF, and its client to elect whether

the professional employer organization or the client will hold the workers’ compensation insurance coverage for the Covered

Employee. Other states require the professional employer organization to hold the workers’ compensation insurance for the

Covered Employee. EF shall determine how workers’ compensation insurance will be carried for the benefit of the Covered

Employee in states in which Client has disclosed that it has employees. For states where EF will hold the workers’

compensation, EF will charge the Client for workers’ compensation services which include EF services related to policy

administration, claims management, and reporting, as well as EF’s charges for its insurance policy. For states where Client

is holding the workers’ compensation insurance, Client may obtain coverage from any insurance company licensed to write

insurance in that state, subject to EF written approval based on financial condition, which approval shall not be unreasonably

withheld. If Client assigns Covered Employee to work in a state which it has not disclosed to EF, then Client is solely and

exclusively responsible for purchasing and maintaining workers’ compensation insurance, at its sole cost, for each such state

and shall endorse any such policy to name EF as an alternate employer and to waive all rights of subrogation against EF.

Client is required to disclose to EF all states in which any of the Covered Employee work, whether regularly or temporarily.

Client states that it has expressly disclosed to EF that it has Covered Employee in the states listed below. With respect to

these disclosed states, Client and EF have agreed that workers’ compensation insurance will be held as elected in Exhibit

B. Client warrants that this table lists all states where Client currently has Covered Employee or where Client anticipates

assigning Covered Employee to work at any time within the next twelve months. If Client assigns Covered Employee to work

in additional states not listed below or subsequently agreed on in writing, Client shall notify EF in advance, so that: EF can

determine whether it is authorized to operate as a professional employer organization in that state; EF and Client can reach

an agreement on how workers’ compensation insurance will be held for such Covered Employee, and, the party which will

hold the workers’ compensation coverage for such new state can obtain coverage in force prior to the Covered Employee

beginning work in that state.

6.5.1. Client shall purchase and maintain any necessary or desired policies of insurance to provide coverage for workers’

compensation type obligations arising under any federal law. Client understands, acknowledges, and agrees that EF has no

obligation to carry insurance coverage under the Defense Base Act, the Outer Continental Shelf Lands Act, the US

Longshore, and Harbor Workers Compensation Act, the Federal Employers Liability Act, the Mine Safety & Health Act,

admiralty or maritime law, or any other federal law providing benefits to workers who suffer any work-related disease, injury

or illness. Client is solely responsible for purchasing and maintaining any desired or required insurance coverage related to

employee disease, injury, or illness risks arising under any federal law, or arising under any state law other than the applicable

standard state workers’ compensation act. EF will maintain coverage referred to in this paragraph only if agreed to in a

separate written agreement signed by the Client and by the President of EF.

6.6. With respect to each policy of insurance required of Client by this section, Client shall: (i) endorse its policies to waive all

subrogation rights against EF; (ii) name EF as an additional insured on all policies, name EF as an alternate employer on

any workers’ compensation policy; (iii) provide thirty days advance written notice of cancellation, lapse, material change or

reduction in coverage; (iv) maintain all coverage continuously and without gap or lapse in coverage; (v) provide EF with an

ACCORD form certificate of insurance or other evidence of coverage acceptable to EF; and, (vi) provide coverage only

through insurers having an A.M. Best rating of A-minus or higher and an A.M. Best financial size category X or better. Client’s

failure to continuously maintain all insurance in compliance with this section shall be grounds for immediate termination of

this Agreement by EF.

7. Fees.

7.1. Enrollment Fee. Client agrees to pay EF a non-refundable enrollment fee as outlined in Exhibit B. This enrollment fee is due

and payable at the time this Agreement is signed by the Client.

7.2. Rates. Client will pay EF’s administrative fees according to the rates set forth in the Fee Schedule attached hereto as Exhibit

“B.” These administrative fees include, but are not limited to, a per-employee-per-month service fee for each CoveredEmployee (“Service Fee”). After the first 12 months under this Agreement, the Service Fee shall automatically increase by

three percent (3%) on each anniversary of the signing of this Agreement. There is a minimum monthly Service Fee as set

forth in Exhibit “B”. EF may adjust rates at any time with thirty (30) days’ advance notice, or without advance notice in the

event of immediate changes in payroll tax or insurance rates, changes in insurance requirements or costs, or changes in

workers’ compensation insurance codes.

7.3. Fee Calculations. For purposes of fee calculations, any references to wages refer to gross wages, including but not limited

to overtime, bonuses, severance, and commissions. Administrative fees are calculated based on the number of Covered

Employees who were employed during the month or other designated measuring period. For this purpose, a Covered

Employee is included in the calculation of fees regardless of the number of days or hours worked by the Covered Employee

during the month or other designated measuring period, including Covered Employees who did not work at all during the

month or measuring period due to leave of absence or for other reasons.

7.4. Fee Adjustments. EF may adjust the administrative fee rates at any time with thirty (30) days’ advance notice, or without

advance notice in the event of immediate changes in payroll tax or insurance rates, changes in insurance requirements or

costs, or changes in workers’ compensation insurance codes.

7.5. Invoiced Amounts May Not Equal Costs. Client understands, acknowledges and agrees that any fees, charges or other

amounts invoiced and/or paid pursuant to this Agreement (“Invoiced Amounts”) may not equal the actual costs of EF,

regardless of how such Invoiced Amounts are presented on any invoice, proposal or otherwise, including, without limitation,

Invoiced Amounts identified as taxes, contributions, premiums or deductibles. To the extent that any such Invoiced Amounts

exceed the actual costs of EF, Client understands, acknowledges and agrees that such excess is part of the reasonable

compensation payable to EF for the services provided pursuant to this Agreement.

7.6. Retroactive Fees or Charges. To the extent that any tax, premium or other cost of EF is unilaterally increased by a

governmental body or other third party beyond the control of EF, whether prospectively or retroactively, Client understands,

acknowledges and agrees that EF will invoice Client for such increases and that any fees or charges associated with such

increases will be due and payable in the same manner as any other fees or charges invoiced pursuant to this Agreement,

even if such fees or charges are invoiced after the termination of this Agreement.

7.7. Payment Procedures. No later than two business days before the Client’s payroll pay date, Client will provide to EF, in the

method authorized by EF, the payroll data upon which each Covered Employee’s compensation is calculated, in the format

proscribed by EF. Noncompliance with the aforementioned timeframes will result in a $250 late payroll fee. As soon as

practicable following receipt of the payroll data, EF will send to Client an invoice for payment. Upon receipt of the invoice,

Client will notify EF of any errors or modifications proposed by Client and thereafter waives any right to dispute the content

of the invoice. Client shall ensure that sufficient funds will be available to pay the amount of the invoice no later than Forty-

Eight (48) hours prior to the applicable payroll issuance date and that such funds will not be withdrawn prior to the payroll

pay date. Client agrees to payment through automated clearing house transaction (“ACH”), and Client shall cooperate with

EF in setting up ACH payments. Client hereby authorizes EF to deduct or debit from Client’s bank account any monies due

and owing, outstanding, or including outstanding fees, retroactive changes in payroll tax amounts, unpaid insurance

premiums, delinquent payroll and other related taxes including assessed fines, penalties and interest, charge backs due to

Client’s bank account having insufficient funds (NSF charges), and any other amounts that may accrue or may become

outstanding relating to services provided by EF. In addition, any fees or other charges not paid on or before the due date will

be subject to finance charges equal to One and One-Half percent (1.5%), or such maximum lesser amount set by applicable

law, if applicable law sets a lower rate, of the outstanding balance per month. This paragraph will survive termination of this

Agreement.

7.8. Pre-payment. In the event Client fails to pay invoices timely, EF in its discretion may require Client to pre-pay the estimated

invoicing for the upcoming pay period prior to commencement of that pay period. This requirement may be imposed

indefinitely or, in EF’s discretion, may be imposed temporarily until Client has demonstrated its ability to pay on a timely

basis.

7.9. Bankruptcy. Client will immediately notify EF of the initiation of any bankruptcy or receivership or insolvency proceedings of

whatever form (whether voluntary or involuntary). Client agrees that any wages or taxes or contributions paid or advanced

by EF prior to such bankruptcy that remain unpaid by Client shall be treated as outstanding wage obligations for the purposes

of determining priority in the associated legal proceedings with the intended effect that EF shall have the same rights as

Covered Employees with respect to such wages and associated taxes and shall be entitled to relief as necessary to apply

such status.

7.10. Credit Policy. EF reserves the right to impose any terms of the then-current EF credit policy (“Credit Policy”).

7.11. Benefits and Related Administration. If the Client elects to make employee benefits coverage for the Covered Employees

via the EF Health & Welfare Plan, EF will invoice the Client each pay period for the EF charges for such benefits and related

EF services. These charges may be listed on invoices as “Benefits and Related Administration.” Client understands that

these charges are payable by Client from its general assets, and shall not be passed on to the Covered Employee in anyway, specifically that these charges shall not be funded by Covered Employee contributions. By electing to make the EF

Health & Welfare Plan available to Covered Employees, and agreeing to pay the Benefits and Related Administration Fee,

Client acknowledges that it understands and specifically concurs that EF is providing valuable services to the Plan it chooses

to have its Covered Employees participate in with respect to its day-to-day and ongoing administration of the Plan. Client

further acknowledges that the Benefits and Related Administration fees may or may not exceed EF’s actual costs in delivering

the services to the EF Health & Welfare Plan. No portion of these charges are plan assets of the EF Health & Welfare Plan.

EF is the sole plan sponsor and sole contributing employer for the EF Health & Welfare Plan. Any information provided by

EF concerning rates or costs of coverage is for comparison purposes only and does not change the fact that all employer

contributions are made solely by EF for its benefit plans. The EF Health & Welfare Plan shall be governed by the terms and

conditions of eligibility provided for in the applicable plan documents, including any amendments. If the Client declines the

opportunity to participate in the EF Health & Welfare Plan, Covered Employees shall not be eligible to participate in the EF

Health & Welfare Plan. If EF and the Client agree to offer benefits under the EF Health & Welfare Plan to Covered

Employees, such offer is intended to be construed as an offer made on behalf of Client, consistent with ACA’s safe harbor

applicable to same under 29 C.F.R. § 54.4980H-4(b)(2).

7.12. Fraud Prevention. With the increase in financial fraud against all kinds of businesses, the Client acknowledges and

understands the need for constant caution. Such fraud might take the form of fraudulent emails demanding immediate

payment to a new wire transfer address, or phone calls or emails requesting confirmation of the client’s bank account

information. Client is required to exercise due diligence before disclosing banking information or making payments under

new instructions that appear to originate from EF. Client shall confirm purported changes in payment instructions by calling

EF directly using phone numbers previously used for communication with EF. Client acknowledges that EF may act on

instructions believed by EF to be genuine instructions from Client. Fraud attempts may target employees by making changes

to direct deposit instructions. Client shall immediately review all emails or reports that identify changes to employee payroll,

including changes in employee direct deposit instructions. Client shall verify all purported employee changes to direct deposit

instructions and shall confirm directly with the employee. Client shall immediately report to EF any apparently unauthorized

changes to employee payroll info, including any unauthorized changes to employee direct deposit instructions. Client shall

immediately report to EF any circumstance that suggests that either Client’s login credentials or Covered Employee login

credentials have been compromised or may have been used by an unauthorized person.

7.13. Solicitation Fee. During the Term of this Agreement and for twelve (12) months thereafter, Client shall not hire persons

employed by EF, its affiliates, or its related parties. If Client violates this restriction, Client shall pay to EF a one-time direct

hire fee of sixty percent (60%) of the employee’s most recent total annual compensation with EF, the affiliate, or the related

party (including but not limited to all wages, salary, bonus, and benefit costs) which shall be payable immediately upon hiring

that employee. This subparagraph does not restrict Client’s hiring of Covered Employees and only applies to persons outside

the PEO arrangement who are employed solely by EF, its affiliates, or its related entities.

7.14. Flexible Spending Account. Unfunded flexible spending account (FSA) balances which cannot be collected from the Covered

Employee for any reason are the responsibility of Client. Upon the expiration, breach, or termination of this Agreement by

either party, Client shall pay to EF any unfunded amounts with respect to Covered Employee FSAs. Client shall pay all such

amounts in the final regular payroll invoice or shall pay to EF within 14 days of being invoiced for such amounts (which may

be after year-end).

8. Employment Practices Liability Insurance.

8.1. EF carries Employment Practices Liability Insurance (“EPLI”) coverage for its protection (“the EF EPLI Policy”). The EF EPLI

policy may include limited coverage for Client. Because the EF EPLI Policy includes significant limitations and exclusions,

including a large deductible, Client should maintain its own EPLI policy (separate from the EF EPLI Policy).

8.2. In consideration of the extension of coverage to the Client, the Client shall pay an administrative fee, outlined in Exhibit B,

per employee, per month to EF. This fee is in addition to any other premiums, costs, deductible or self-insured retention and

is non-refundable. This fee is subject to annual review. If there is a change in this EPLI administrative fee, EF will provide

the client with a 30-day written notice.

8.3. The Client may choose to opt out of the EPLI coverage extension provided under the EF EPLI Policy. To exercise this option,

the Client must provide a copy of its own EPLI policy and written notice of the opt-out to the EF EPLI Policy within 30 days.

Upon receipt of Client’s EPLI policy, and written notice Client will not be subject to the EPLI administrative fee going forward.

8.4. If Client maintains its own EPLI policy and chooses not to opt out of the EF EPLI Policy, then Client shall endorse its policy

to make the Client policy primary and the EF policy secondary or excess. Client must provide EF with a copy of such coverage

within 30 days of the effective date of this endorsement or upon request of the EPLI policy. Client shall submit claims first to

its own EPLI policy. For claims covered under the EF EPLI Policy or claims for which Client is seeking coverage: (i) Client

shall directly pay the full amount of any deductible or self-insured retention specifically identified in the policy as applicable

to clients or customers of EF; (ii) if the EF EPLI Policy does not identify a client or customer specific deductible or self-insured

retention, then Client shall bear the entire deductible or self-insured retention; and (iii) Client shall bear all costs of any nature

which are not covered, for any reason whatsoever, by the EF EPLI Policy. Costs or expenses incurred by the Client thatexceed the deductible or self-insured retention will be handled strictly in accordance with the terms of the EF EPLI Policy

and subject to determination by the insurer.

8.5. EF shall have no obligation, under any circumstance, to contribute toward any claim costs or expenses incurred by Client

after the expiration, termination, or breach of this Agreement by any party for any reason, even if the claim, demand, or suit

arose or was first asserted prior to the expiration, termination or breach of this Agreement.

8.6. Client will be responsible for any legal or general defense costs associated with any claim brought by a Covered Employee

against Client and/or EF not covered by EF’s EPLI Policy as well as any settlement or claim costs that exceed the amount

paid by the EPLI carrier. If EF, for any reason, pays any portion of the deductible or self-insured retention under the EF EPLI

Policy or pays any other case expenses, such payment by EF does not waive any rights by EF to indemnity from Client with

respect to such amounts.

8.7. For all claims not covered under the EF EPLI Policy, the Client will be solely responsible for payment of all of its own legal

fees, court costs, arbitration costs, settlements, judgments, and all other costs of any type. For claims or causes of action

not covered under the EPLI policy for any reason, EF shall have no obligation, under any circumstance, to share costs or to

pay or reimburse Client for any costs or expenses of any nature or under any circumstance.

8.8. On expiration or termination of this Agreement by any party for any reason, continued coverage for case expenses, attorneys’

fees, settlements, or judgments incurred by Client shall be based exclusively on the terms of the then effective EF EPLI

policy. The EPLI policy may terminate, exclude, or limit coverage for case expenses incurred after the expiration, breach, or

termination of this Agreement or for claims first reported after the expiration, breach, or termination of this Agreement.

8.9. EF makes no representations regarding the insurance carrier, insurance limits, self-insured retention, or deductible, or scope

of coverage provided by EF’s EPLI policy, and all such terms are subject to change without notice. EF, in its sole discretion

and without notice to Client, may at any time alter or amend coverage terms, increase or decrease deductibles or coverage

limits, change insurers, or terminate the EF EPLI policy. EF shall have the right, in its sole and exclusive discretion, to

endorse its policy to exclude coverage for any client that makes more than two (2) EPLI claims within any rolling thirty-six-

month period.

8.10. Client’s sole remedy in case of any cancellation, cessation, reduction, or change in EPLI coverage shall be to terminate

services under this Agreement.

9. Confidential Information.

In the course of performing its obligations set forth herein, a party (“Disclosing Party”) may disclose, furnish, or provide to the other

party (“Recipient”) non-public confidential information, including, but not limited to, personnel information and payroll data

(collectively, “Confidential Information”). The Recipient shall keep confidential and shall not directly or indirectly disclose, disseminate,

or use Confidential Information except as necessary to perform its obligations hereunder or as required by law, and shall take

reasonable efforts to protect Confidential Information. Confidential Information does not include information which: (1) was in the

possession or control of the Recipient prior to the time of disclosure hereunder; (2) at the time of disclosure or thereafter becomes

public knowledge through no action of the Recipient; or (3) is lawfully obtained by the Recipient from a third party under no

enforceable obligation of confidentiality to the Disclosing Party. The Recipient represents that it has implemented and maintains

information security policies and procedures that are reasonably designed to protect against unauthorized access to, or use of,

Confidential Information. For purposes of this section, “breach” means any unlawful access to, disclosure or use of data that

compromises the security, integrity, or confidentiality of Confidential Information. The Recipient will use reasonable information

security measures to safeguard Confidential Information against breaches and in compliance with applicable law. If the Recipient

discovers reasonable grounds to conclude Confidential Information of the Disclosing Party was breached, the Recipient will comply

with investigation and notice requirements dictated by law. The Recipient will also promptly inform the Disclosing Party in writing to

the extent required by law. In the event of a breach as defined by applicable law, or any other event regarding Confidential Information

that requires notification under applicable law, the Recipient agrees to provide reasonable assistance to the Disclosing Party. Upon

receiving written notice about such breach from the Recipient, the Disclosing Party will permit the Recipient to take reasonable steps

to stop or remediate unlawful use of Confidential Information and ensure that Recipient’s use of Confidential Information is consistent

with this Agreement. These obligations shall survive the termination of the Agreement. The Recipient will not be in breach of this

Agreement by disseminating Confidential Information as required by legal process or to comply with a disclosure obligation required

by law. To the extent permitted by law, Recipient will notify the Disclosing party as far in advance as reasonably possible before the

Recipient delivers such Confidential Information to any third party. If Client and EF have entered into a separate Confidentiality and/or

Non-Disclosure Agreement, the terms of that document will control.

10. Indemnification. The following indemnification provisions will survive termination of this Agreement.

10.1. Client will indemnify, defend, and hold EF its agents, shareholders, non-Covered employees, officers, directors, assigns,

insurers and representatives (“EF Indemnified Parties”) harmless from and against any and all claims, losses, and liabilities

of whatever nature (including liability to third parties, reasonable attorneys’ fees and other costs at all levels of proceedings),

and all other consequences of any sort, whether known or unknown, without limit and without regard to the cause or causesthereof arising from: (1) Client’s breach of this Agreement or violation of any representation or warranty associated with this

Agreement; (2) Client’s violation of any of the Employment Laws or any other local, state or federal law, regulation, ordinance,

directive or rule; (3) Client’s business or the products or services provided by Client or EF’s products or services not used by

Client as intended or instructed by EF; (4) the unlawful, negligent, or willful actions or inactions of any Covered Employee,

agent, or any other person employed by, associated with, or working for Client; (5) breaches of contract attributable to Client

or to a Covered Employee; (6) failure of Client to timely advise EF of an issue that could lead to or does in fact result in a

claim or suit against EF; or (7) Client taking action or failing to take action regarding a Covered Employee or work condition,

including without limitation disciplinary actions such as performance reviews, suspensions, and terminations, that lead or

contribute to a claim or suit against EF. Without limiting the forgoing, Client’s obligations set forth above include and apply

to: (a) claims for any payments due to Covered Employees, including unpaid overtime, minimum wage, or other wages, or

for wage statements that do not comply with applicable wage payment laws; (b) claims for failure to provide adequate meal

and rest breaks; (c) failure to reimburse business related expenses; and (d) unlawful harassment and discrimination, subject

to EF’s obligation to provide EPLI pursuant to Section 8.

10.2. EF will indemnify, defend, and hold Client, its officers, directors, non-Covered Employees, agents, shareholders, assigns,

insurers and representatives (“Client Indemnified Parties”) harmless from and against any and all claims, demands, losses,

and liabilities of whatever nature (including liability to third parties, reasonable attorneys’ fees and other costs at all levels of

proceedings), and all other consequences of any sort, whether known or unknown, without limit and without regard to the

cause or causes thereof arising from EF’s errors or omissions in the performance of duties expressly required by the terms

of this Agreement. Without limiting the forgoing, EF’s obligations set forth above include and apply to EF’s failure to remit

payroll taxes, workers’ compensation premiums and state unemployment insurance. Such obligation is contingent upon

Client providing EF with timely and accurate information, as well as payment by Client to EF of the required fees and charges,

and EF’s financial obligations pursuant to this indemnification provision are limited to the amount of total fees remitted by

Client.

10.3. Scope. EF and Client expressly agree that the indemnification provisions of this Agreement shall not be limited to claims,

expenses or liabilities for which one of them is solely liable, but shall also apply to claims, expenses and liabilities for which

EF and Client are jointly or concurrently liable. In such event, if either of them advances funds in connection with a claim,

expense or liability in excess of its pro rata share, such Party shall be entitled to recover from the other Party the difference

between such Party’s share and the actual amount paid. All indemnity obligations hereunder are without monetary limit and

without regard to the cause thereof. In the event of an occurrence leading to an indemnity under Section 10.1 in connection

with a legal claim or lawsuit against EF, Client agrees that EF shall have the right to tender the defense of any claim or legal

proceeding to Client, and that Client as of the date of such tender shall have the obligation to pay all expenses incurred in

the defense of such claim or legal proceeding, including attorneys’ fees, and such expenses and legal fees as are incurred.

Notwithstanding any such tender, EF shall retain the right to select its own counsel and direct the defense of any action or

legal proceeding and to approve any settlement relating thereto.

11. Client’s Representations and Warranties. Client represents and warrants as follows:

11.1. Client’s Obligations to Covered Employees. (i) All compensation of the Covered Employees accrued prior to the Effective

Date and for which Client or any third party is responsible and obligated has been paid in full; (ii) there are no separate

contracts, agreements or other arrangements existing with respect to the Covered Employees as a group or any of them

which would bind or obligate Client, except as expressly set forth herein; (iii) Client will provide timely and accurate notification

to EF of the principal location of the workplace of each Covered Employee and each location where such Covered Employee

performs services for Client, and of any changes in such locations; and (iv) all pension, profit-sharing, or other employee

benefit plans existing at the Effective Date are current and in compliance with applicable law, and execution of this Agreement

will not be deemed a breach under the terms of those plans.

11.2. Accuracy of Data. As of the Effective Date, and throughout the term of this Agreement, all information provided by the Client

in contemplation of this Agreement or pursuant hereto, including but not limited to financial data, employee lists, job

descriptions and classifications, compensation, benefits, and time reports is and will be true and correct. Client maintains,

and will continue to maintain during the Term, to the extent required by law, systems and controls which ensure Covered

Employees: (i) accurately record and receive credit for all hours worked; (ii) receive breaks and rest periods; and (iii) receive

credit for applicable premium and overtime hours. No material adverse change has occurred in the financial condition of the

Client or any guarantor of Client’s obligations under this Agreement since the date upon which any financial data of Client or

guarantor were provided to Client.

11.3. Collective Bargaining Agreement. Client has not entered into a CBA pertaining to any Covered Employee during the Term

unless such CBA is attached as an exhibit to this Agreement.

11.4. No Litigation. Except as previously disclosed to EF in writing, there is no action, suit, proceeding or investigation pending,

or, to the knowledge of Client, threatened against Client, related to the Covered Employees or the Client’s

employer/employee relationship with the Covered Employees or which may result in a material adverse change in the

financial condition of Client or of any guarantor of Client’s obligations under this Agreement. Client will advise EF promptly

upon the inception of any such action, suit, proceeding, investigation or threat thereof.11.5. Compliance with Applicable Law. Client has not violated any applicable statute or regulation in any respect, which would

adversely affect the Covered Employees or Client’s employment relationship with the Covered Employees. Client is and will

remain in compliance with all applicable statutes, regulations, and executive orders respecting Covered Employees and

employment practices, including but not limited to the state and federal employment laws. Client acknowledges that certain

requirements applicable to employers under various federal and state statutes, rules, are based on the status of the employer

and number of employees, and that Client’s status under one or more of such statutes, rules, and regulations may change

as a result of entering into this Agreement.

11.6. Work Site Safety. Client is in compliance with all applicable Workplace Safety Laws, and Client has maintained, and will

continue to maintain throughout the term of this Agreement, Client’s workplace(s), machinery, equipment, and environmental

factors in compliance with applicable Workplace Safety Laws.

11.7. Obligations Met. Client represents that it has met any and all prior premium and fee obligations with regard to workers’

compensation premiums and employee leasing/professional employer organization payments, to all prior employee

leasing/professional employer organizations and workers’ compensation carriers, with which Client has previously had a

contractual relationship.

12. Termination.

12.1. Noticed Termination: Either Party may terminate this Agreement without cause following sixty (60) days’ advance notice of

the proposed termination date. Prior to termination of this Agreement, Client shall pay to EF all invoiced fees and other

monies due and owing. Client shall also reimburse EF for any and all payments EF has made to any third parties and Covered

Employees of behalf of Client prior to the termination of this Agreement.

12.2. Immediate Termination.

12.2.1. By EF. EF may terminate this Agreement immediately, without prior written notice, in the event of: (1) Client’s material breach

of this Agreement; (2) Client’s failure to pay any invoice when due or any other monetary obligation; (3) Client’s failure to

comply with any EF directive when such directive is for the purpose of compliance with applicable law; (4) Client’s failure to

comply with a directive by an insurance carrier providing coverage with respect to Covered Employees; (5) Client making a

direct payment of taxable wages in violation of this Agreement; (6) Client performing any act that expressly or implicitly

disclaims Client’s obligations under this Agreement; (7) the threat of, or actual, filing by or against Client for bankruptcy,

reorganization or appointment of a receiver, supervisor, assignee, or liquidator over its assets or property; (8) a change in

the composition or location of Covered Employees; (9) a money judgment against Client which remains unsatisfied for more

than thirty (30) days and has not been appealed and/or (10) Client becoming a credit risk, as determined by EF in its sole

discretion.

12.2.2. By Client. Client may terminate this Agreement in the event of a material breach by EF following (1) a written notice of breach;

and (2) a period of no less than thirty (30) days following such notice, provided that the termination shall not be effective if

EF cures the breach within such 30 day period.

12.3. Replacement Coverage. In the event that this Agreement is terminated, regardless of the reason for the termination, Client

will immediately secure: (i) replacement workers’ compensation insurance for the benefit of the employees who continue

their employment with Client; and (ii) replacement group health insurance for the benefit of both the employees who continue

their employment with Client and any former employees (including dependents of such employees) of Client who are

maintaining COBRA continuation coverage under a EF Plan or who are otherwise entitled to COBRA continuation coverage.

Should Client fail to obtain replacement group health insurance coverage in accordance with clause (ii) of the previous

sentence, Client will pay to EF a fee of $750 per month for each former Covered Employee, former employee of Client,

and/or dependent of a former Covered Employee or former employee of Client who is maintaining COBRA continuation

coverage under an EF Plan for any period of time following the termination of this Agreement. Client acknowledges that this

amount is reasonable to cover EF’s expense in extending continued health care coverage to the Covered Employees and

other related individuals, and this amount is not a penalty. This benefits administration fee does not reduce or replace the

premiums that are required to be paid to the group health plan for COBRA coverage. Client will be invoiced for this amount

and payment is due to EF within fifteen (15) days of mailing of the invoice. Nothing in this provision shall be construed or

interpreted as precluding or limiting EF’s right to pursue damages in a court of law or equity, which arose as a result of

Client’s failure to obtain and provide replacement health coverage as set forth herein.

12.4. Effective Date of Termination. To the extent permitted by law, upon termination of this Agreement for any reason, or upon

Client’s failure either to provide payroll data as required herein or to timely pay as required herein, all EF obligations set forth

herein (including, without limitation, the payment of wages and the provision of benefits) will revert to Client retroactive to the

last date on which EF was paid in full for EF’s services.

12.5. Transition Cooperation. In the event of termination, regardless of the reason for termination, EF agrees to cooperate with

Client with the transitioning of payroll, workers’ compensation insurance, group health insurance, EPLI, and all other EF

related functions to Client or to Client’s chosen vendor. Additional fees may apply to such transition services.12.6. In the event Client terminates this Agreement, other than as set forth in Paragraph 12.1 or 12.2.2., Client shall pay EF an

early termination transition fee in the amount of $250 per Covered Employee due to the costs and administrative burdens

placed on EF when a client terminates without sufficient notice.

13. Intellectual Property.

Client acknowledges and agrees that all computer hardware and software, including, but not limited to, all computer programs, and

web designs provided by EF (unless such property was created by a third party) (the “EF Property”), are Confidential and the sole

property of EF. Client acknowledges and understands that it has been granted a limited license to use the computer software

programs and databases provided by EF, and that this license is exclusive to Client and the license will terminate when this

Agreement terminates. Client agrees not to copy, distribute, lend, or reproduce any EF Property. Client also agrees not to recompile,

decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from the EF Property.

Client agrees that it will abide by the terms and conditions of any user license or other agreement relating to the EF Property.

14. Dispute Resolution.

14.1. With the exception of paragraph 14.7, section 14 applies to the resolution of disputes between Client and EF. Disputes by

or against Covered Employee are governed by paragraph 14.7.

14.2. All disputes of any nature between EF and Client (or their respective agents, employees, directors, officers, shareholders,

heirs, executors, administrators, legal representatives, successors, and assigns) shall be resolved exclusively through final

and binding arbitration pursuant to the Federal Arbitration Act and administered by the American Arbitration Association

under its Commercial Arbitration Rules including the Expedited Procedures. All claims shall be heard on an individual, and

not on any class, group, or representative basis. A demand for arbitration shall be filed with the American Arbitration

Association within the applicable statute of limitations. Judgment on the award of the arbitrator may be entered in any court

with jurisdiction, and all post-award proceedings will be governed by the Federal Arbitration Act. The arbitrator shall apply

the substantive law of the State of Texas and the United States, other than conflicts of law rules which shall not apply. Each

party shall promptly advance and deposit with the Association an equal share of the fees and expenses of the Association

and the arbitrator. If a party, after reasonable notice, fails to promptly deposit its full share of the anticipated fees and

expenses, then: (i) that party shall be deemed to have waived its right to appear in the arbitration proceeding and shall not

be permitted to offer any evidence or argument; (ii) the arbitrator shall strike the party’s claims or defenses; and, (iii) the

arbitrator shall treat the non-paying party as having failed to appear and shall conduct the proceedings thereafter under Rule

R-29 of the Commercial Arbitration Rules. This agreement to arbitrate shall survive the expiration, breach, or termination of

this Agreement. All matters shall be heard by a single neutral arbitrator.

14.3. The arbitrator shall have the authority to award injunctive relief or to dispose of part or all of a claim by summary judgment

or similar motions. The arbitrator shall hear and decide all disputes between the parties, specifically including but not limited

to all gateway or threshold issues related to the scope, validity, enforceability, arbitrability, or unconscionability of this

agreement to arbitrate or any provision of this Section 14. This agreement to arbitrate shall be liberally construed in favor of

arbitration of all disputes between the parties. Any doubts about arbitrability shall be resolved in favor of compelling

arbitration. THE PARTIES TO THIS AGREEMENT WAIVE ALL RIGHTS TO TRIAL BY JURY.

14.4. In any action to confirm, modify, vacate, or overturn an arbitration award, the prevailing party shall be entitled to an award of

attorney’s fees and court costs reasonably incurred in such action. The provisions of this Section 14 are severable. In the

event that any provision is determined to be invalid or unenforceable, such provision shall be treated as stricken from the

Agreement the remainder of this Section 14 shall be enforced.

14.5. Consistent with an expedited and inexpensive resolution of the dispute, the parties agree to engage in reasonable pre-

hearing discovery through limited interrogatories and limited requests for the production of documents. Each party may take

the deposition of one witness from the other party, as a matter of right. Taking into account the expedited nature of arbitration,

the parties’ reasonable need to prepare, and considering the costs to the parties, the arbitrator may permit or restrict

additional discovery. The arbitrator shall apply recognized privileges against discovery, including but not limited to the

attorney-client privilege, work-product doctrine, and the anticipation of litigation privilege. The arbitrator may hear and decide

any issues by written motions in the nature of motions to dismiss or motions for summary judgment.

14.6. In order to obtain a swift and inexpensive resolution, all disputes related to or arising out of Client’s failure to pay any regular

or special invoice when due, related to the enforcement of any personal guaranty, or related to the enforcement of indemnity

obligations shall be heard and resolved exclusively under the Expedited Procedures, without regard to the dollar amount in

controversy. No other claims or counterclaims shall be filed in, joined with, or heard with such payment dispute. Such other

claims are not waived but must be brought and heard separately.

14.7. Covered Employee Disputes. This subparagraph 14.7 applies to disputes between Client and Covered Employee. Client

hereby adopts the EF Alternative Dispute Resolution Plan (“The Solutions Plan”). The Client has actually received a copy of

the Plan and by signing the Agreement agrees to the Plan. All disputes between Client and Covered Employee (including

applicants and former Covered Employee) shall be resolved in accordance with the terms of the Plan. Client will participatein, and bear all costs of mediation and all costs of final and binding arbitration. Client’s adoption of the Plan shall include any

subsequent amendments to the Plan. Client shall be solely responsible for all of the costs and fees of the mediator and all

of the costs and fees of the arbitrator, together with all administrative fees of the American Arbitration Association, except

for the share of such fees and costs (if any) required of the Covered Employee member under the Plan. Client shall fully

deposit such costs and fees in advance, as required by the rules of the American Arbitration Association. In the event that

EF is billed by the American Arbitration Association for a share of mediator or arbitrator fees, the Client shall timely pay all

such invoices in full directly to the Association. Client shall have the full right to enforce the Plan and is bound by the Plan

without regard to whether EF is a party to the mediation or arbitration proceeding. EF does not need to be a party in order to

compel mediation or arbitration or to enforce an arbitral award.

15. General.

15.1. Applicable Law. This Agreement will be determined to be a contract made within the State of Texas and venue shall be

exclusively in the applicable court in Harris, Texas. For all purposes this Agreement will be governed and construed under

and in accordance with the laws of the State of Texas, notwithstanding choice of law principles, except that the EF licensing

laws of the state where the Covered Employee(s) work or worked shall apply, where applicable.

15.2. Assignability: EF may assign this Agreement, in whole or in part, without the consent of Client to an affiliate in connection

with a merger, sale of assets, or similar transaction. Client may not assign this Agreement, in whole or in part, without the

prior written consent of EF, which shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment in

violation of this Section shall be void.

15.3. Enforcement Costs. In the event of any proceeding to enforce the provisions of this Agreement, the prevailing Party will be

entitled to an award of its costs and reasonable attorneys’ fees incurred at all levels of proceedings.

15.4. Signatures. Any individual signing this Agreement on behalf of Client or EF represents, warrants and guarantees that she or

he has full authority to do so. Signatures may be provided electronically, and the parties agree that all future transactions

between them may be executed via electronic signature. The parties agree that digitally signed, scanned, or faxed copies of

this Agreement, shall be deemed to have the same legal force and effect as the original signed copy. Thus, neither Party will

contest an otherwise valid signature on the basis that it was provided electronically.

15.5. Counterparts. This Agreement may be executed in one or more counterparts and counterparts signed by Client and EF in

the aggregate will constitute a single original instrument.

15.6. Force Majeure and Other Events. Neither Party shall be liable for any delay in delivery or nonperformance or inadequate

performance in whole or in part of its obligations under this Agreement if prevented from doing so by a cause or causes

beyond its control, including, without limitation, acts of God or public enemy, fire, floods, swarms, earthquakes, hurricanes,

riots, strikes, pandemics, war, interruption in services provided by a public utility or a data processing/storage vendor, and

restraints of government. The suspension of performance shall be of no greater scope and no longer duration than is

reasonably required and the non-performing Party shall use reasonable efforts to remedy its inability to perform.

15.7. NEITHER CLIENT NOR EF WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR

OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION

DAMAGES) HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES.

15.8. Definitions. Terms and phrases that are defined in any part of this Agreement shall have the defined meanings wherever

used throughout this Agreement. The terms “hereunder” and “herein” and similar terms used in this Agreement shall refer to

this Agreement in its entirety and not merely to the section, paragraph or subparagraph in which the term is used.

15.9. Construction. EF has prepared this Agreement and provided it to Client for Client’s review. Client has either retained counsel

or had the opportunity to do so to review this Agreement. With respect to any dispute concerning the meaning of this

Agreement, this Agreement will be interpreted as a whole with reference to its relevant provisions and in accordance with its

fair meaning, and no part of this Agreement will be construed against EF on the basis that EF drafted it. This Agreement will

be viewed as if prepared jointly by EF and Client.

15.10. False or Omitted Information. Any false statement or omission with regard to any information supplied by Client to EF in

anticipation of Client’s contracting with EF or at any other time will be deemed a material breach of this Agreement and EF,

at its option, may terminate this Agreement and seek appropriate relief.

15.11. Headings. Captions and organization are for convenience and will not be used in construing meaning.

15.12. Reference to “Day” or “Days”

. Unless there is a specific reference to the contrary, any reference to “day” or “days” in this

Agreement shall mean calendar days.15.13. Independent Contractor Relationship. EF is an independent contractor of Client and will not be its principal, director, agent,

master, servant, or employee.

15.14. Integration and Amendment. This document, together with the Schedules, Exhibit(s) and/or Addenda attached hereto,

constitutes the full, complete, absolute and entire Agreement between the parties. This Agreement supersedes any prior

statements, understandings, or offers. This Agreement may only be altered or amended by a written amendment signed by

the Parties with the exception of any alteration or amendment to this Agreement sent by EF to Client in writing, in a manner

in which proof of delivery can be established and which shall be deemed to have amended this Agreement and have been

accepted by Client if not objected to in writing by Client. Notice of such objection must be received by EF within fourteen (14)

days of Client’s receipt of EF’s notification of change (proof of EF’s receipt of objection must be supplied by Client upon

request of EF).

15.15. No Waiver of Rights. The failure of either Party strictly to enforce any provision hereof will not be construed as a waiver

thereof or as excusing either Party from future performances in strict accordance with the provisions of this Agreement.

15.16. Notices. All notices and demands will be given in writing and transmitted by hand delivery, overnight courier delivery with

signature required verifying receipt, or by e-mail. All confirmations by mail shall be made by certified mail, postage prepaid,

return receipt requested. Notice will be considered given and effective when received. Unless otherwise advised in writing

by the other Party, each Party shall transmit notices and demands to the addresses indicated in the Agreement.

15.17. Corporate Status. Client agrees to notify EF promptly of any change in the corporate or operating status of Client’s business,

including subsidiaries and affiliates.

15.18. Electronic Signature. By executing this Agreement, Client agrees that EF and Client may transact business electronically

pursuant to, and is deemed to have opted in, to the “Electronic Signatures in Global and National Commerce Act,” P.L. 106-

229, and any other similar state or local statute that authorizes electronic signatures in commerce. Client agrees that EF may

rely on electronic authorization by Client or a Covered Employee to make changes to employee or payroll records or data

relating to a Covered Employee. Client hereby releases EF and waives any right to bring an action or seek damages from

EF based in whole or in part on electronic instructions or authorizations by Client or a Covered Employee. The indemnity

obligations described in Section 10 shall apply to EF’s reliance on electronic authorizations or instructions by Client or a

Covered Employee.

15.19. Client Intellectual Property. Any and all inventions, discoveries, improvements, copyrightable works, and creations (hereafter

referred to as “Intellectual Property”), which Client has previously, solely or jointly, conceived or made or may conceive or

make during the Term of this Agreement, whether or not accomplished through the use of Covered Employees, shall be the

sole and exclusive property of Client. Client shall have sole and exclusive responsibility for protecting its rights to such

Intellectual Property and to all of its other assets, and EF shall have no responsibility or liability with regard to same.

15.20. Scope of Services. Client acknowledges and agrees that EF is not engaged in the practice of law or the provision of legal,

insurance, financial, tax, or investment advice or services, and that Client alone is completely and independently responsible

for its own legal rights and obligations, regardless of any human resource advice or form which may be supplied to Client.

Client at all times retains the right to seek appropriate advice from professionals of its own choosing, including, but not limited

to attorneys and accountants. EF’s agreement to perform certain employer functions does not establish an obligation to

perform all employer related functions, and EF reserves the right to reject claims by Covered Employees with respect to

matters that are not the responsibility of EF. EF will provide only the services expressly described in this Agreement. No

other services will be provided or implied. EF is not obligated to provide, nor is it responsible for, strategic, operational or

other business-related decisions with regard to Client’s business. Nor shall EF have any obligation to provide equipment for

Covered Employees. Services under this Agreement may be provided by EF, its affiliates, or its related entities.

15.21. Advance Payment, Guarantee or Other Security. In addition to any other rights it may have under the Agreement, EF may,

in its discretion and at any time, require Client to provide one or more advance payments, guarantees or other forms of

security, including, without limitation, a letter of credit. In any case, such security must be in form and substance reasonably

satisfactory to EF.

15.22. Severability. Should any term, warranty, covenant, condition, or provision of this Agreement be held to be invalid or

unenforceable by a court or other body of competent jurisdiction or pursuant to arbitration, the balance of this Agreement will

remain in force and will stand ash if the unenforceable part did not exist. The invalid or unenforceable provision will be

replaced by a provision as similar as possible and which is valid and enforceable.

15.23. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the

Parties hereto.

15.24. Terms Surviving Termination of Agreement. Termination of this Agreement will not affect the continuation of any outstanding

obligation or liability incurred by either Party during the term of this Agreement. The obligation of either Party to notify,

indemnify, defend and hold harmless the other under the terms of this Agreement will continue after the termination hereofwith respect to events occurring prior to such termination.

15.25. Third Party Beneficiaries. The parties acknowledge and agree that no parties other than the parties hereto are intended to

benefit hereunder. No rights of any third party are created by this Agreement and no person other than parties to this

Agreement may rely on any aspect of this Agreement notwithstanding any representation, written or oral, to the contrary.

15.26. No Inducement. Client understands, acknowledges and agrees that the EF services provided pursuant to this Agreement

are not being provided as an inducement to purchase insurance coverage of any kind, nor do such services constitute

insurance or the sale of insurance of any kind.

15.27. Time of Performance. Time is of the essence with respect to performance of all obligations set forth herein.

15.28. Duty to Cooperate. Each Party will have the duty to cooperate with the other in the event of any claim filed by an employee

or former employee, or any government agency investigation of a complaint filed by an employee or former employee covered

by this Agreement. Such duty will survive the termination of this Agreement. Client agrees to cooperate with EF as needed

for any state licensing and/or registration requirements. Client further agrees to cooperate with EF as needed for compliance with any additional state statute, regulation, or other requirement not aforementioned or referenced above or below. Such

duties will survive the termination of this Agreement.