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860520 11.2.2016 Clarity may have under this Agreement or under law. To secure the Client's payment of all charges due under this Agreement, Client grants Clarity the right to set off with any funds transferred to Clarity for purposes of remitting payments or making payments to Client employees. Clarity also reserves the rights to reverse employee transactions for which funds have not been received from Client. 5.6 Client's Fundinq is NOT Plan Asset. Client and Clarity intend and agree that the funding of Plan benefits: (i) are from the general assets of Client; (ii) are not "Plan Assets" within the meaning of ERISA; (iii) were never held in an account, fund, or trust bearing the name or otherwise held in an account of the plan or any participants or beneficiaries thereof. 5.7 Client's Representations to Participants. Client represents and agrees that: (i) neither it nor any of its employees, directors, representatives, fiduciaries or employee benefit plans (or any entity performing services for Client or such plans), nor any cf its predecessors, successors or assigns have or will represent to any participants or beneficiary of the plan that a separate account, fund, or trust has or is being held on its behalf for the plan that may be used to provide secure benefits under the plan; and (ii) Client shall advise the participants and beneficiaries of the plan that the benefits under the plan shall at all times be paid out of the general assets of Client. 5.8 Fundinq of Medical Flexible Spending Accounts. If Client elects a Medical Flexible Spending Accounts, then Client shall be required to and accepts responsibility to maintain at all times a balance in its Sponsor Subaccount, or Client's account, equal to Eight (8%) Percent of the aggregate participants' annual election. 5.9 Fundinq of Health Reimbursement Accounts. If Client elects a Health Reimbursement Accounts Plan, Clarity will informs the client of the necessary installments needed to satisfy the prefund. This amount is based on a percentage of the total annual exposure, divided by 5 equal installments. These installment payments are auto debited via ACH from the client's designated bank account on the first business day of each month. If additional funds are needed beyonc the prefund to pay claims Clarity will notify the client and process via ACH. 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. 8.2 Termination for Cause: Cure Period. Clarity shall have the right to terminate this Agreement for cause for Client's failure to fulfill any of its obligations or responsibilities under this Agreement, including, but not limited to, Client's failure to adequately and timely fund all plans and/or failure to adequately fund for timely payments of the fees set forth herein. Before terminating the Agreement for cause, Clarity will give Client fifteen (15) days written notice of such failure and intent to terminate. The termination shall become effective at the end of this fifteen (15) day notice period unless Client cures this failure(s) within this notice period to the reasonable satisfaction of Clarity. 4 45