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4. CLARITY RESPONSIBILITIES 4.1 Processing of Participant Data Clarity will process updated participant data from Client in relation to enrollment, deposits and certain demographic information. 4.2 Reports on Plan Activitj+_ Clarity will provide Client with periodic reports reflecting plan activity. 4.3 . Enroliment/Re-Enrollment Materials. When requested by Client, Clarity will provide Plan enrollment/re-enrollment materials as offered by Clarity. Final approval and distribution of Plan enrollment materials are the responsibility of Client. 5. ACCOUNT FUNDING OPTIONS 5.1 Electronic Funds Transfers. In regard to electronic funds transfers, Client shall comply with and be subject to the Operating Rules of the National Automating Clearing House (NACHA) governing these methods of payment, as such rules shall, from time to time, be in effect among banks that participate in NACHA. Client also acknowledges that, In order to implement the Services which include ACH transactions, Client will be the Originator of the ACH transactions and will follow and be bound by the rules for ACH Originators as adopted from time to time by the NACHA. Client agrees that it has assumed the responsibilities of an Originator under the ACH Rules and acknowledges that entries may not be initiated in violation of the laws of the United States. Client agrees to indemnify and hold Clarity harmless from any claim incident to the operation of this plan arising from an act or omission of Client with respect to ACH transactions. Clients liability shall be limited to the amounts set forth in section 768.28, Florida Statutes. 6. DESIGNATION OF REPRESENTATIVE Client shall appoint one (1) representative who shall act as its liaison with Clarity. Clarity shall be entitled to rely on the representations and statements of Client's liaison as binding on Client, without having to confirm them with any of Client's other employees, principals, executives or any other representatives. Clarity shall make a similar appointment. 7. TERM This Agreement shall become effective as of the date set forth above, and will continue in effect until it is terminated as provided herein. 8. TERMINATION OF SERVICES 8.1 Notice of Termination. Client is to notify Clarity in writing at least sixty (60) days in advance of termination. After the first year of the Term hereof, Clarity will assess a termination fee equivalent to two (2) months of the average billed amount if Client terminates service without sixty (60) days advance notice. Clarity may also terminate this Agreement for cause upon sixty (60) days written notice to Client. 9. Confidentiality 9.1 Definition of Confidential Information The term "Confidential Information" includes all non- public information about the Parties operating and performing under this Agreement; and all information about the Parties which each, respectively, considers confidential or proprietary, even if not designated as such, and including the Materials, Work Product, and Documents (as defined herein), and whether or not labeled as "Confidential Information". Such Confidential Information shall also include, but is not limited to, all the Parties list of clients, employees and participants, as applicable to the Party, and sources of referrals; 860520 11.2.2016 2