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��� benef1itexpress <br />RUM <br />beur7it Misr. relan„w+AiC Arireu. <br />3.18 "Software" means the benefitsCONNECT° and/or <br />agencyMANAGER or My Benefit Express application program <br />installed in Object Code format, any updates, revisions, new <br />versions, supplements, all permitted copies of the foregoing <br />supplied by BE to Employer, related documentation, and media, <br />whether in machine readable or printed form; for the purpose of <br />Employer's enrollment and administration of employee benefits <br />and/or agency management. <br />3.19 "Statement of Work" means the BE standard document that sets <br />forth a description and agreed upon pricing of the Professional <br />and Shared Services to be provided by BE to Employer. Such SOW <br />shall be attached hereto as Exhibit D. <br />3.20 "Support" means the services provided by BE which include <br />providing Employer telephone and e-mail support during BE's <br />normal business hours for the purpose of enabling Employer to <br />obtain information or resolve questions pertaining to the use of <br />the Software. <br />3.21 "Term" means the Initial Period and any successive Renewal <br />Periods. <br />3.22 "Training" means the phone or classroom training sessions made <br />available to Employer by BE, which are designed to educate and <br />train on the step-by-step processes of configuring and <br />administering. <br />3.23 "User Manual" means the user documentation for the Software <br />provided by BE to Employer in printed or in electronic format and <br />which may be amended from time to time by BE. <br />3.24 The singular and plural shall each include the other, and this <br />Agreement shall be read accordingly when required by the facts. <br />4.0 Obligations <br />4.1 All of the obligations of BE or its designee to provide Services <br />under this Agreement are conditioned upon Employer's <br />provision and maintenance, at Employer's sole expense, of <br />Employer's hardware, third -party software products, operating <br />systems, database systems and communications equipment <br />required to connect to, access and use the Software. <br />4.2 Employer shall not copy, transfer, modify, translate, reverse <br />engineer, decompile or disassemble the Software and shall take <br />all measures necessary to prevent other within its control from <br />doing or attempting the same. <br />4.3 Employer shall not remove, attempt to remove, modify or <br />obscure any copyright, trademark, patent or other proprietary <br />notices from the Software, User Manual or any portion thereof, <br />including without limitation, any component of the Software <br />code of any kind or form which may be provided to Employer to <br />enable Employer to access and/or use the Software. <br />4.4 If BE determines that a service issue reported by Employer is (i) <br />due to modification of the Software by Employer, (ii) a result of <br />Employer's failure to comply with the operating instructions set <br />forth in the current version of the User Manuals, (iii) due to <br />Employer's failure to comply with the terms of this Agreement, <br />then all of BE's time and expenses associated with providing <br />support relating to or correcting such problem, shall be invoiced <br />to Employer subject to the provisions of this Agreement <br />4.5 BE does not guarantee the ability of the Employer to exchange <br />data electronically with benefit providers or other third -party <br />systems. BE is not responsible for the integrity of the data <br />transmitted electronically between Employer, benefit providers <br />and third -party systems. BE reservices the right, in its sole <br />discretion, to charge Fulfillment service fees to Employer for <br />providing electronic data exchange capabilities between <br />Employer and third -party system or benefit provider. <br />4.6 Employer shall be solely responsible for all third -party use of the <br />Software and Professional or Shared Services including, but not <br />limited to, insurance brokers, subcontractors, or any other party <br />whatsoever. <br />5.0 Ownership and Confidentiality <br />5.1 Employer understands and agrees that it has no right, title, <br />interest or ownership in, or to, the Software, User Manuals, or <br />any of its components, programming code or data structures, or <br />any other materials provided to Employer related to the use of <br />Benefit Express Services, LLC <br />Technology and Services Agreement <br />the Software, or any copies or modifications of the Software, <br />User Manuals, or any components, code or data structures <br />thereof or in the Software or any other materials provided to <br />Employer related to the use of the Software, except to the extent <br />that BE grants Employer the right to use the Software, User <br />Manual and related materials. <br />5.2 Employer understands and agrees that the Software, User <br />Manuals, related materials and all security information and <br />passwords issued for access to the Software (collectively BE <br />Confidential Information") constitutes confidential and <br />proprietary information and trade secrets of BE or its suppliers. <br />Employer shall maintain all BE Confidential Information in strict <br />confidence and shall not publish, communicate, disclose or <br />permit to be disclosed such information in any way to third <br />parties. Employer agrees to take all appropriate steps to ensure <br />that all persons having access to the Software or User Manuals <br />shall refrain from any unauthorized reproduction or disclosure <br />of BE's Confidential Information. Notwithstanding anything to <br />the contrary herein, BE's Confidential Information shall not <br />include information that: (i) is known or available through other <br />lawful sources not bound by a confidentiality obligation to BE, (ii) <br />is or becomes publicly known through no fault of the receiving <br />party or its agents, (iii) is required to be disclosed pursuant to <br />law or court order, provided that the discloser provides BE with <br />reasonable prior notice of any such compulsory disclosure and <br />permits BE to object, intervene or appeal such order. <br />5.3 BE understands and agrees that any Employer data generated <br />and stored by the software on behalf of Employer by or through <br />Employer's use of the Software constitute confidential and <br />proprietary information and trade secrets of Employer and shall <br />remain Employer sole and exclusive property. <br />6.0 Fees <br />6.1 All amounts due under this Agreement shall be paid in United <br />States Dollars (USD). <br />6.2 Per -Employee -Per -Month ("PEPM") Fees — In consideration for <br />any Software and Services provided hereunderthat are specified <br />in Exhibit D as being provided on a PEPM basis, Employer agrees <br />to pay BE, commencing with the Effective Date of this <br />Agreement, a PEPM fee, computed by multiplying the number of <br />Employer Records (classified as Active, COBRA, FMLA, or Retired) <br />by the PEPM rate listed in Exhibit D, according to the terms of <br />BE's standard monthly invoice and Florida's local prompt <br />payment act. Employer further agrees that the number and <br />classification of Employee Records stored in the Software <br />database when the census report is run shall be a bona fide and <br />accurate representation of the number and classification of <br />Employee Records stored in the Software database over the <br />course of the month. Setup and implementation fees shall be <br />invoiced, through a Project Authorization Form, upon the earlier <br />of, execution of this Agreement or the initial transfer of data <br />from Employer to BE to commence work. <br />6.3 Per -Person -Per -Year ("PPPY") Fees — In consideration for any <br />Software and Services provided hereunder that are specified in <br />Exhibit D as being provided on a PPPY basis, Employer agrees to <br />pay BE, commencing with the Effective Date of this Agreement, <br />a PPPY fee, computed by multiply the number of person (defined <br />as personnel record required by the IRS to be reported on an <br />annual basis for ACA) by the PPPY rate listed in Exhibit D, <br />according to the terms of BE's standard invoice. Setup and <br />implementation fees shall be invoiced, through a Project <br />Authorization Form, upon the earlier of, execution of this <br />Agreement or the initial transfer of data from Employer to BE to <br />commence work. <br />6.4 <br />6.5 Non-PEPM Fees — In consideration for any software and services <br />provided hereunder that are not included as PEPM services <br />(including, but not limited to one-time EDI setup fees, one-time <br />account setup fees, per -occurrence training fees, prospecting <br />fees, monthly data management fees, outside expenses etc.), <br />