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P In consideration of mutual promises set forth below, Plan Sponsor and JAG agree as follows : L RECITALS 1 . 1 The Plan. The Plan Sponsor has established a Health Care Flexible Spending Account and Dependent Care Flexible Spending Benefit qualified under Internal Revenue Code Sections 105 , 129 and 125 for the provision of benefits to its employees and their dependents . These benefit programs are collectively referred to as the "Plan" . The Plan includes definitions of the benefits payable, conditions applicable to or liniting payment of benefits and the persons entitled to receive benefits . 1 . 2 Plan Description . The benefits, exclusions, limitations , conditions and the benefit levels of the Plan are as described in the Plan Document(s). 1 . 3 Expertise JAG has expertise in the administration of Internal Revenue Code Section 1. 05 , 125 and 129 plans . 1 . 4 Retention of Services ffiPlaii Sponsor desires to retain JAG as the administrator for the limited purpose of providing certain administrative services as set forth in Section IV of this Agreement. 1 . 5 Financial Risk . Only certain enumerated administrative services will be performed by JAG under this Agreement. Plan Sponsor will assume all financial risks associated with the Plan excluding any damages caused by JAG ' s failure to abide by the terns of this Agreement and will have the final authority for approval or disapproval of any disputed or doubtful claim . II . RELATIONSHIP OF THE PARTIES 2 . 1 Limitation of Authorily . It is understood and agreed that Plan Sponsor has full and final authority and responsibility for the Plan and its operation . JAG shall not have any duty or power to act on behalf of Plan Sponsor In connection with the Plan other than as expressly stated. in this Agreement . 2 . 2 Privity of Contract. This Agreement creates no rights or obligations between JAG and the persons covered under the Plan . It is understood and agreed that such persons are not, and shall in no event be construed as , third parry beneficiaries of this Agreement and that no privity of contract shall exist between such persons and JAG . 2 . 3 Legal Action . JAG shall advise Plan Sponsor in writing of all matters which come to their attention involving potential or commenced legal actions against JAG, the Plan, or Plan Sponsor. It is understood and agreed that JAG shall fully cooperate with Plan Sponsor in Plan Sponsor's defense of actions arising out of matters related to services rendered under this Agreement. The Plan Sponsor agrees to reimburse JAG for all reasonable costs incurred as the result thereof excluding costs incurred as a result of JAG ' s failure to perform as required by this Agreement . Page 2