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2 .4 Standard of Care JAG may adopt reasonable policies, procedures, rules and interpretations to <br /> promote orderly and efficient administration of this Agreement. It is understood and <br /> agreed that the services to be performed by JAG under this Agreement necessarily <br /> require the exercise of judgment . JAG shall use ordinary care and diligence in the <br /> exercise of their powers and the performance of their duties hereunder; however, JAG <br /> shall not be liable for any act or omission unless such act or omission is not exercised in <br /> good faith. JAG shall not be liable for any loss resulting from any failure of Plan <br /> Sponsor to perform any of its duties in a timely manner. Notwithstanding any provision <br /> contained in this Agreement, JAG is responsible for any costs incurred by Plan Sponsor <br /> or claims against Plan Sponsor which result from JAG ' s negligence or failure to perform <br /> its duties under this Agreement. <br /> 2 . 5 Independent Contractor . JAG is an independent contractor. Nothing in this <br /> Agreement shall create, or be construed to create , the relationship of employer and <br /> employee between Plan Sponsor and JAG, or as principal and agent other than as <br /> provided in this Agreement. Nor shall Plan Sponsor' s agents, officers, or employees be <br /> considered or construed to be the employees of JAG for any purpose whatsoever. <br /> IIl . TERM OF AGREEMENT <br /> 3 . 1 Tenn . This agreement will become effective October 1 , 2010 ("Effective Date " ) and will <br /> remain in effect unless and until terminated as provided below . <br /> 312 Termination . This Agreement may be terminated by the Plan Sponsor at any time, for any <br /> reason, with thirty (30) days written notice to JAG . JAG may tenninate the Agreement <br /> prior to the end of a calendar year only if there is a material failure of the Plan Sponsor to <br /> perform its obligations of the Agreement , and after providing written notice of sixty (60) <br /> days , during which the Plan Sponsor fails to cure the material failure to perform . <br /> 3 . 3 Effect of Tenmination. All duties and obligations of Plan Sponsor and JAG shall cease <br /> upon termination of this Agreement, except that : <br /> 3 . 3 . 1 JAG shall provide for the return of all physical and electronic records of Plan <br /> Sponsor to Plan Sponsor or its designated agent and shall cooperate fully to effect an <br /> orderly transfer of services to a new service provider; and <br /> 3 . 3 . 2 At Plan Sponsor' s option , if JAG is replaced by another service provider effective at the <br /> end of a calendar year, JAG will be responsible for the processing of run- out claims and <br /> year end reporting, and <br /> 3 . 3 . 3 Plan Sponsor shall be liable for all fees for services performed under this <br /> Agreement . <br /> Page 3 <br />