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<br />agreement and understanding of the parties relating to the subject matter hereof, except as <br />otherwise provided in this Agreement. <br />G. Authority. This Agreement is the valid and binding obligation of the Employer and Plan <br />Administrator, enforceable in accordance with its terms. The execution and performance of this <br />The Employer and Plan Administrator have the full legal right, power and authority to enter into <br />and perform the Agreement. Each party represents that this Agreement has been executed by a <br />duly authorized representative. <br />H. Governing Law. The Agreement shall be governed by and interpreted in accordance with <br />applicable federal law. To the extent the federal law does not govern, this Agreement shall be <br />governed by the laws of the State of Minnesota and the courts in such state shall have sole and <br />exclusive jurisdiction of any dispute related hereto and arising hereunder. <br />I. Independent Contractors. MEDSURETY shall be construed to be acting as an independent <br />contractor and not as an employee of Employer or Plan Administrator. MEDSURETY, Employer <br />and Plan Administrator shall not have the power or authority to act for or on behalf of, or to bind <br />the other party, except as set forth in this Agreement. <br />J. Third Party Beneficiaries. The obligations of each party to this Agreement shall inure solely to <br />the benefit of the other party(ies). Except as expressly provided in this Agreement, no person or <br />entity is intended to be or shall be construed or deemed to be a third party beneficiary of this <br />Agreement. <br />K. Successors and Assigns. This Agreement shall be binding on any successors, assigns and <br />subcontractors of the parties authorized under this Agreement. <br />L. Audit Rights. The parties agree to cooperate in all reasonable audits. Audit fees shall be payable <br />by the party initiating the audit. Audits shall be conducted using procedures mutually agreed <br />upon by the parties. Results of the audit may be shared with the party being audited at the sole <br />discretion of the party initiating the audit. <br />M. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall <br />be deemed an original, but all of which taken together shall constitute one and the same <br />instrument. <br />N. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations <br />under this Agreement arising out of a cause beyond its control or without its fault or negligence. <br />Such causes may include, but are not limited to, fires, floods, and natural disasters. <br />MEDSURETY, LLC <br />12 <br />Administration Agreement (Non-ERISA) Exhibit <br />Business Associate Agreement <br /> <br />