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Master Service Agreement 2.0 A TRUE COPY N LAST CFRTI I BUTLER, CLERK PAGE This Master Service Agreement ("MSA") governs the provision of services to you (the "Employer") by Lively, Inc. ("Lively") and is an integral part of the agreement between you and Lively. An "Affiliate" of a party is defined as any business entity or enterprise, which controls, is controlled by, or is under common control with, such party. This MSA must be read in conjunction with all other agreements that describe Services purchased from Lively by Employer set forth in applicable Addenda (collectively, the "Agreement"). 1 General. 1.1 Services. Employer engages Lively on the terms and conditions set forth in this Agreement to provide certain services (the "Services") as set forth in the applicable Addendum or Addenda. The parties agree that Lively may provide the Services using different technology platforms and may also modify or change technology platforms in its discretion so long as the Services are provided, and Lively shall remain responsible to provide the Services, in accordance with the applicable Addendum. 1.2 Addendum. "Addendum" (or Addenda, as applicable) refers to each of the agreements attached to the MSA. Lively will provide a copy of any applicable Addendum upon reasonable request by Employer. Each Addendum will describe the tasks to be performed by the parties in connection with the Services outlined in that Addendum. Employer shall cooperate on a timely basis with Lively and perform the activities reasonably required by Lively to enable Lively to fulfill its obligations and responsibilities under this Agreement. In the event of any conflict between this MSA and any Addendum, the applicable Addendum shall control. 1.3 Employer Responsibility. Employer has the exclusive responsibility for providing Lively with timely and accurate information and data as necessary for Lively to provide the Services. 1.4 Plan Administrator; Fiduciary. For Services subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Employer is the Plan Sponsor and the named fiduciary for purposes of Employee Retirement Income Security Act of 1974 ("ERISA") §402(a) (to the extent such law applies) of any and all employee benefit plans or programs (each a "Plan" or, collectively, the "Plans"). Lively, or a designated third party provider, is an independent contractor engaged to perform the agreed upon Services in a non -fiduciary capacity. Written consent of Lively shall not be considered a representation that Lively has reviewed and/or approved the content of such communication or document. Employer is responsible for paying all fees and/or penalties arising from the Plans that are assessed by the Internal Revenue Service, the Department of Labor, and/or other federal, state, or local governmental agencies. 1.5 Implementation. The parties will establish an implementation plan and work in good faith to implement the Services and other arrangements contemplated by this Agreement in accordance with the terms hereof and applicable laws and regulations. Each of the parties will designate an employee(s) to facilitate and manage the implementation. 2 Term. The Term of this Agreement shall be for a period of at least one year, but shall be extended in the case of any applicable Addenda until ninety (90) days after the termination of all applicable Addenda.