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7 . 4 Termination of this Agreement shall not relieve either party of its obligations , including the obligation to make payments due , through the date of termination and after termination for additional services rendered on behalf of the Employer . 7 . 5 Termination hereunder is in addition to any other rights and remedies of the parties arising out of a breach of this Agreement . 7 . 6 The Employer agrees to pay fees for the run -out periods in advance of work performed for record keeping /administration processing , preparation of Form 5500 , and for the fees and costs involved in the termination of the Plan at TFC or with the appropriate governmental agencies . 7 . 7 TFC will provide paper- based final reports after date of contract close and deliver as usual . 7 . 8 TFC will gather and send claims received after contract date to Employer at the end of every week for a six (6 ) - month period . TFC will not be responsible for any claims received after that date . 7 . 9 Upon any termination of this Agreement , Employer will promptly discontinue use and return to TFC all support material and Proprietary Information of TFC in Employer' s possession . 7 . 10 In the event that payment of service fees is not received by TFC within sixty ( 60 ) days from the date payment is due , TFC reserves the right to terminate this Agreement and discontinue all recordkeeping and administration services for the Plan . SECTION 8 - TERMINATION OF PLAN 8 . 1 As separate from the termination of this Agreement , the Employer agrees to notify TFC within thirty ( 30 ) days in the event of termination of the Plan due to sale of company or bankruptcy of Employer. SECTION 9 - MISCELLANEOUS 9 . 1 Excused Performance - The parties shall not be liable for, and are excused from , any failure to deliver or perform , or for delay in delivery or performance due to a cause beyond their reasonable control , including but not limited to acts of nature , governmental actions , fire , labor difficulties , civil disturbances , transportation , power or communication interruptions , or natural disasters . 9 . 2 Waiver and Severabilitv - The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. If any provisions of this Agreement shall be held to be invalid , illegal or unenforceable , the validity , legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby . 9 . 3 Entire Agreement - This Agreement and the attached Fee Schedule ( s ) constitute the entire agreement between the parties in connection with the subject matter hereof, and supersede all prior and contemporaneous agreements , understandings , negotiations and discussions , whether oral or written , of the parties . 9 . 4 Amendments - This Agreement may not be amended except in writing signed by the parties . 9 . 5 Commencement of Service - The terms of this Agreement shall be valid only if it is executed and returned to TFC . Services contracted for in this Agreement will not commence until this Agreement is executed and received by TFC . 9 . 6 Indemnification - To the extent allowed by law , the Employer and TFC mutually agree to indemnify and hold harmless each other ( including their directors , officers , agent and employees ) from and against any claims , lawsuits , liabilities , damages and expenses , including reasonable attorneys ' fees , to the extent that , but only to the extent that , such claims are proximately caused by the act or omission of the indemnifying party . To the extent allowed by law , the principles of comparative fault shall apply in interpreting the respective rights of the parties under this paragraph . To the extent allowed by law , the obligations of this paragraph shall survive the expiration or termination of this Agreement by any party for any reason . 9 . 7 Governing Law - This Agreement shall be governed by and interpreted in accordance with applicable state and federal law. 9 . 8 Relationship - The relationship between TFC and the Employer is that of an independent contractor. Nothing contained in this Agreement shall create or shall be construed to create the relationship of Employer and employee between TFC and the Employer. Neither party may act on behalf of the other party except as authorized in writing by the other party . The Employer will have no authority to establish guarantees or warranties in the name of or on the behalf of TFC .