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Agent harmless from any claim, liability, damage or expense, including reasonable attorneys' fees, which the Administering Agent incurs as a result of the Plan Sponsor's default
<br /> under this Agreement and /or the Administering Agent's exercise of its rights under this Agreement. Events of default by the Plan Sponsor shall include:
<br /> a. Providing the Administering Agent with incorrect or incomplete information;
<br /> b. Failing to timely provide data, other information, or notices required under this Agreement; and /or
<br /> c. Failure to timely pay fees, remit Plan funds, or pay other amounts owed the Administering Agent.
<br /> Termination of Agreement
<br /> Except as otherwise provided in this subsection, this Agreement shall continue in effect until it is terminated by the Plan Sponsor or the Administering Agent with a minimum of
<br /> sixty (60) days written notice prior to the Plan renewal date. The Plan Sponsor shall pay any termination fees specified in the Plan Application which shall be due at the time of
<br /> any notice of non - renewal or termination. If services are terminated by the Plan Sponsor prior to the end of the existing Plan year or other applicable service period, the Plan
<br /> Sponsor shall be responsible for administration fees for the remainder of that Plan year or other applicable service period. Failure to provide timely written notice of
<br /> termination will result in an additional fee due by the Plan Sponsor equal to fees assessed to the Plan Sponsor during the sixty (60) days preceding the termination. If services
<br /> are terminated under this Agreement, the Plan Sponsor will be responsible for providing any outstanding services required under the Plan.
<br /> This Agreement may be terminated by the Administering Agent by providing the Plan Sponsor with a ten (10) day written notice of said termination if this Agreement is being
<br /> terminated for the Plan Sponsor's failure to pay fees, remit Plan funds, or any other default under this Agreement by the Plan Sponsor.
<br /> Either party may terminate this Agreement and regard the other party as in default by giving the other party written notice of the termination, if the other party becomes
<br /> insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any
<br /> proceedings under any bankruptcy or insolvency law (which has not been terminated within thirty (30) days of any filing) whether domestic or foreign, or has been wound up or
<br /> liquidated, voluntarily or otherwise.
<br /> Upon and after the expiration or termination of this Agreement, the rights granted to the Plan Sponsor pursuant to this Agreement shall revert back to the Administering Agent.
<br /> In addition, it is understood that termination of this Agreement also terminates the provision of the prototype Plan Document (where applicable) and the Plan will thereafter be
<br /> perceived as individually designed and the sole responsibility of the Plan Sponsor. Within twenty (20) days after termination or expiration of this Agreement, the Plan Sponsor
<br /> shall return to the Administering Agent all manuals, brochures, customer and vendor data bases, any other documents regarding the TASC programs and systems and any copies
<br /> thereof. In addition, the Plan Sponsor shall refrain from any further direct or indirect use of or reference to the TASC marks, systems, publications, manuals, brochures,
<br /> documents and computer databases in connection with the marketing, use, implementation, license, sale or distribution of any program, system or Plan offered by the
<br /> Administering Agent. Finally, the termination of this Agreement shall not affect the duty of the Plan Sponsor not to infringe on the Administering Agent's trademarks and
<br /> copyrights and not to disclose and keep confidential all said confidential information supplied to the Plan Sponsor by the Administering Agent.
<br /> Limitations of Warranties and Liabilities
<br /> Except as expressly set forth in this Agreement, the Administering Agent disclaims any and all express warranties, warranties of fitness for a particular purpose and implied
<br /> warranties of merchantability. Administering Agent will not be liable for any loss of business or profits, or for any consequential, incidental, punitive, or similar damages, or, other
<br /> than as set forth in this Agreement, for claims of damages made by any third party for any cause whatsoever, regardless of the form of action, whether in contract or in tort,
<br /> including negligence, even if it has been advised of the possibility of such damages. In no event will the Administering Agent's liability exceed the payments made by Plan Sponsor
<br /> to the Administering Agent within the previous six (6) months for FlexSystem, DirectPay, COBRAToday, or FMLAMatters services provided under this Agreement or within the
<br /> previous payroll period for PayPath services provided under this Agreement, and such amount shall be reduced by the total amount due from the Plan Sponsor to the Administering
<br /> Agent under the terms of this Agreement. This shall be the Plan Sponsor's exclusive remedy. No action, regardless of form, arising out of the services provided under this
<br /> Agreement, may be brought by the Plan Sponsor more than two years after the date the last services are provided under this Agreement. Each party acknowledges that this
<br /> limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement.
<br /> Money Back Guarantee
<br /> If you are not entirely pleased with the Plan, simply return all Plan materials within 30 days of the date received to obtain a refund of the related fee, less the $100 nonrefundable
<br /> minimum fee.
<br /> SECTION it
<br /> In addition to the preceding paragraphs of Section I, the following terms and conditions shall be applicable depending on the Plan elected by the Plan Sponsor.
<br /> Flexsystem
<br /> All claims submitted to FlexSystem other than substantiated copayments, recurring medical expenses or debit card charges substantiated in real time, through an inventory
<br /> information approval system, or through other means compliant with Internal Revenue Service regulations, must be substantiated by independent third -party information prior
<br /> to claim payment. If, at any point, the Plan Sponsor makes the decision to adjudicate Plan participant claims, all claims and substantiation submitted to the Administering Agent
<br /> by Plan participants shall be forwarded to the Plan Sponsor for review prior to payment of the claim by the Administering Agent. If Plan Sponsor does not reject the claim within
<br /> three (3) business days of receiving the forwarded claim, the Administering Agent shall pay the claim.
<br /> Regardless of whether Plan Sponsor and /or Agent is adjudicating claims, any and all unsubstantiated or fraudulent claims by Plan participants (regardless of whether by use of
<br /> the debit card, web submitted, Agent or Participant submitted or manually submitted claims) and amounts distributed to a Plan participant that exceed the Participant's account
<br /> balances are the Plan Sponsor's responsibility. Agent reserves the right to request a deposit or payment if the aggregate Participant account balance is, or is likely to be, less
<br /> than $0 at any point. The Agent will require a deposit or payment for negative Plan participant account balances or potential negative Plan participant account balances upon
<br /> termination of the Plan.
<br /> Plan fees are calculated at a minimum or per Plan participant fee which ever is greater. Fees are also calculated on the number of Plan participants in the Plan, including
<br /> terminated employees, at the time of invoice. The Plan Sponsor is responsible for administration fees for the entire Plan year, including grace period and run out period. Failure
<br /> to remit Plan participant funds or payment for administrative services will result in a disruption of services, the forwarding to collections and /or termination of the Plan.
<br /> TASC HSA
<br /> Agent provides administrative services to assist Plan Sponsor in offering its eligible employees the option to open Health Saving Accounts (HSA). Plan Sponsor acknowledges that
<br /> Agent is not qualified to act as a trustee or custodian of the HSA funds and is not acting as such. Agent provides the Health Savings Account (HSA) services pursuant to an
<br /> agreement with one or more third party financial institutions that serve as custodian and trustee of the HSA funds ( "Custodian "). Agent is not responsible for claims, damages or
<br /> liabilities arising from failure of Custodian to perform its obligations or provide resources as required by its agreement with Agent (Custodian is, however, liable for failure to
<br /> perform its obligations)
<br /> Plan Sponsor represents and warrants that, to the best of its knowledge, the group health plan sponsored and maintained by Plan Sponsor pursuant to which medical coverage
<br /> is provided to its employees electing to open a HSA with Custodian will be, at all times relevant to this Agreement, an HDHP, in accordance with Section 223 of the Internal
<br /> Revenue Code of 1986, as amended (the "Code ").
<br /> Plan Sponsor acknowledges and agrees that the HSAs owned by its employees and held by Custodian shall not be employee benefit plans and the assets held in the HSA shall not
<br /> be plan assets subject to the provisions of the Employee Retirement Income Security Act of 1974 ( "ERISA "). Plan Sponsor acknowledges and agrees that at all times relevant to
<br /> this Agreement participation in HSAs by employees shall be completely voluntary; and Plan Sponsor shall not: (i) limit the ability of participants to move monies in their HSAs to
<br /> another HSA (except to the extent of restrictions imposed by the Code; (ii) impose any conditions on the utilization of HSA monies beyond those permitted by the Code; (iii)
<br /> represent or advise that the HSAs are an employee welfare benefit plan established or maintained by the employer; or (iv) receive any payment or compensation in connection
<br /> TC-3923-080111 Employer Initial TASC
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