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Employer' s negligence or untimely discharge of obligations under this Agreement , TFC will be due fees in regard to providing such extra services and supplies . 3 . 11 Any overpayments made to employees as a result of the Employer' s failure , neglect , or delay of responsibility in aforementioned 2 . 16 will be the liability of the Employer . Any subsequent bank charges as a result of the aforementioned will be the liability of the Employer . SECTION 4 - DURATION OF AGREEMENT 4 . 1 There will be no additional charge for services performed for the administration of claims processed ( incurred by plan year-end but not submitted ) during the run -out period as defined in the Plan Document unless Employer terminates services provided by TFC (See Section 7. 6 for further clarification) . 4 . 2 This Agreement shall remain in effect for a period of 36 months from the start of the initial plan year, after which it shall be renewed automatically on the plan year anniversary date for successive twelve ( 12 ) -month periods ( " Renewal Terms " ) , unless one party notifies the other in writing at least sixty ( 60 ) days prior to the renewal date that it does not intend to renew . SECTION 5 - TERMS OF AGREEMENT 5 . 1 Nothing contained herein shall obligate the Employer to utilize TFC as its agent or broker in providing group benefits to employees . 5 . 2 Neither TFC nor the Employer may act on behalf of the other party except as provided for in this Agreement and neither party may bind nor execute a release on behalf of the other party except as authorized in writing by the other party . 5 . 3 This Agreement constitutes the entire understanding of the parties and may be modified only in writing executed by both parties . It shall be binding upon both parties and their successors or assigns and shall be interpreted under applicable state and federal law . SECTION 6 - PROPRIETARY INFORMATION AND CONFIDENTIALITY 6 . 1 To the extent allowed by law , each party agrees to hold the other party' s Proprietary Information in strictest confidence and represents and warrants that it will use reasonable due diligence so that neither it nor its agents or employees shall use such Proprietary Information outside the scope of this Agreement , nor disclose , publish , duplicate , reproduce or permit the transfer of, or otherwise make available , directly or indirectly , such Proprietary Information , in whole or in part , to persons other than the receiving party' s employees or agents who have a " need to know" for the purposes of this Agreement . To the extent allowed by law, toward those ends , each party will use at least the same degree of care to maintain the other party' s Proprietary Information and to prevent its publication , dissemination or disclosure to third parties as said party uses with respect to its own Proprietary Information and materials and the information and materials of its clients . This Section ( 6 . 1 ) shall survive a termination of this Agreement. 6 . 2 The following shall be deemed " Proprietary Information " of TFC , respectively , for the purposes hereof: all information regarding the development , use and operation of the Plan , and any changes , modifications , enhancements or additions thereto , including but not limited to marketing materials , reference manual , documentation , software , forms , communication materials , " know- how" and similar information generally regarded as confidential . 6 . 3 Employer agrees that all of the Proprietary Information of TFC is owned by and shall remain the exclusive property of TFC . SECTION 7 - TERMINATION OF SERVICE CONTRACT 7 . 1 Notification of termination of service contract shall be deemed duly given if delivered by certified or registered mail with postage prepaid to TFC sixty (60 ) days prior to renewal date . Without exception , if notification is not received sixty ( 60 ) days prior to the renewal date , the contract will remain in force for one additional renewable term . 7 . 2 Either party shall have the right to immediately terminate this Agreement granted hereunder if the other party violates any material provision of this Agreement and fails to cure such violation within thirty ( 30 ) days following receipt of written notice thereof. Nonpayment of any amounts due hereunder shall be deemed a material violation . 7 . 3 Notwithstanding the preceding paragraphs , either party may terminate this Agreement for cause at anytime . " Cause " shall be limited to any of the following reasons : ( a ) if either party becomes bankrupt or insolvent; ( b ) if either party fails to perform its duties hereunder and such failure is not cured within thirty ( 30 ) business days of receipt of written notice thereof; ( c) if all or any portion of the Plan fails to comply with applicable provisions of the Code and regulations thereunder or state regulations ; or ( d ) if some or all of the Plan is not legally or validly implemented .