BY COMPLETING ANY OF THE SOLUTION AGREEMENT FORMS LOCATED AT https://docs.google.com/document/d/1uTxtSWevKDIMlXNXcc5znhah_F5-_mzIbbJfj6lzCaY/edit?usp=sharing, YOU (EITHER AS AN INDIVIDUAL OR AN ENTITY) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SOLUTION AGREEMENT (the “Agreement”) WITH EXECUTIVE RESOURCE GROUP, LLC DBA GUHROO (“Provider”). IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT COMPLETE THE FORM.

This Payroll Service Agreement (the “Agreement”) is made and entered into the day this form is completed by and between the Company completing the form (hereinafter referred to as “Client”) and Executive Resource Group, LLC DBA guHRoo, a South Carolina S-Corporation with offices at 1204 Lexington Avenue #2a Irmo, SC 29063 (“Provider”). This Agreement contains the terms and conditions that govern the use of, and the terms and conditions upon which Provider will provide to Company, certain payroll processing, payroll tax service, and other related payroll services (collectively the “Service”). The Service may be accessed via Provider’s Internet Website through https://login.accountantsoffice.com/ (“Website”) or by means of an application on an electronic communications device (“App”) through which the Service may be accessed (the Website or App at which the Service is offered is referred to as the “Service Site”).

• Outsourced Payroll Processing
• Dedicated HR Business Partner
• Full HR Diagnosis and Action Plan
• Dedicated Payroll Specialist
• Online Pay Stubs
• Online HRIS Module
• Online Employee Onboarding
• State and Federal Tax Filing
• Benefit Administration
• Workers Comp Administration
• COBRA Administration
• Wage Garnishment Processing
• New Hire Reporting & EVerify
• PTO Tracking
• Unlimited HR Document Development
• Online Payroll Reports
• General Ledger Reporting
• Online Timeclock
• Time Off Management
• Paperless Employee Files
• Learning Management System
• W2’s
• FSA Administration – $6.00 Per Participant Per Month ($25 minimum)
• HSA Administration – $6.00 Per Participant Per Month ($25 minimum)
• 401K Administration – $8.00 Per Participant Per Month ($50 minimum)

• Employees – 1 – 25 = $129 Per Employee Per Month (PEPM)
• Employees – 26 – 99 = $119 Per Employee Per Month (PEPM)

Equivalent of two-month’s billing = to set up your software, fully complete the implementation, and train you and your team on how to use the system.

• Year End W2’s, 1099’s, or 1095’s – $6.95 each
  • We process, prepare, and print your W2’s and other year-end forms and send them to your main office for distribution. They are ready for a stamp and to be dropped in the mail. We will only send one batch to one location unless otherwise informed in which additional fees may apply. 
• Check or Stub Delivery – $25 for two days OR $50 for overnight
  • Any time you need something paper delivered from our office, we charge a small shipping fee. 
• Additional State Tax Filing – $12 per additional state
  • This includes the filing and payment of withholding, unemployment for each additional state beyond your “home” state. 
• 401k Data Entry – $99/ month
  • If you would like our team to enter your 401k deductions into your 401k providers website, it is an additional fee. We are not a third-party administrator and are not liable for inaccurate information. 
• Check or Voucher Printing – Bi-weekly/ Semi-monthly – $50 per month/ Weekly – $100/ month
  • If you would like our team to print and stuff your paychecks or direct deposit vouchers, there is a fee for our team to perform these actions on your behalf. You can print everything on your end. This is not mandatory. 
• Workers’ Compensation Payment Service – $25 per file sent
  • If we are providing you with Workers Compensation insurance through our partner EComp, we charge $25 per file our team has to send to them on your behalf. You can send on your own if preferred. 

We are pleased that you have chosen Executive Resource Group, LLC dba guHRoo (“we”, “us”, or “our”) as your full-service, outsourced payroll and human resources provider. This Client Service Agreement (collectively with the Schedules and Terms & Conditions, the “Agreement”) is the understanding between us and your company (“you”, “your” or “Client”).

This initial term of this Agreement shall be for one (1) year. This Agreement will automatically renew for successive one-year terms. A term shall remain in effect until either party gives written notice to the other party as specified below, at least thirty (30) days prior to the expiration of the Initial Term or any extension of the initial term.

A. Termination by Client. The Client reserves the right to terminate this Agreement upon written notice to the other party in the event of a material breach by the other party of any of the terms of this Agreement. Such termination shall be effective upon the date specified in the written notice.

B. Termination by guHRoo. We may also, at any time, immediately terminate this Agreement or withhold our employees’ services in the event of a breach by Client of any of the terms of this Agreement or upon the occurrence of any of the events set forth below.

The services provided in the Agreement shall apply only to the Covered Employees. As used in this Agreement, the term Covered Employees shall refer solely to those Client employees occupying the job positions listed in the attached Rate Sheet for whom Client has timely submitted new hire paperwork and for whom we have acknowledged acceptance in writing. No worker shall be a Covered Employee, nor should any person begin work at the job site, until we have received the approved new hire paperwork and accepted such worker as a Covered Employee.

As your full-service professional employer organization, during the Term we will provide the following services (“Services”) to Covered Employees:

A. Payroll and Employee Administration: We will pay salaries and wages to Covered Employees as you report them to us each pay period and will comply with all Laws concerning the reporting, payment, and withholding of payroll taxes on salaries and wages we pay under this Agreement. During the Term, we will also maintain and make available to you reports and records regarding our payment of Covered Employees’ salaries and wages, and make available to you and Covered Employees’ pay stubs and W-2s. 

B. Workers’ Compensation: You are required to maintain an active Workers’ Compensation policy for Covered Employees and provide a copy of the policy to us. If you don’t have a Workers’ Compensation policy, we will acquire and maintain worker’s compensation insurance for Covered Employees. 

C. Health & Welfare Benefit Plans: We will offer eligible Covered Employees the opportunity to participate in the Executive Resource Group-sponsored benefit plans included in the benefits package you have selected. Depending on the benefits package selected, eligible Covered Employees may be offered medical, dental, and vision coverage; a Health Care Flexible Spending Account and a Health Savings Account program; life, and disability. If applicable, we will also provide online benefits enrollment, Affordable Care Act compliance support, and certain services relating to health and welfare benefit plans you sponsor. 

D. Employer Liability Management: We will help you manage your employer risks and liabilities by assisting with certain employment and human resource-related governmental investigations.

E. HR Services: Your dedicated human resources team will assist you in developing human resource policies, help design and implement an employee handbook, advise on human resource matters as requested, and make available required human resource notices. You and Covered Employees will also have access to our online human resources training programs.

 F. 401(k) Retirement Plans: If selected by you, we will offer eligible Covered Employees the opportunity to participate in an Executive Resource Group-sponsored 401(k) plan or provide services relating to a retirement plan you sponsor, subject to applicable fees and the Retirement Plan Annex to the Terms & Conditions. 

Your current employees are subject to this Agreement and your future employees will become Covered Employees only when they (A) are or become your employee, (B) complete our new hire paperwork, (C) accept a written employment agreement acknowledgement or agree to the terms of a written offer letter with us, and (D) have been paid by us (or, in the case of eligible self-employed owners, when you have paid us a Comprehensive Service Fee for such individual), provided that the effective date of employment for each Covered Employee will be the first day worked during the first payroll period paid by us for that individual. We will provide all of our Services as co-employer, unless otherwise expressly noted.

In exchange for the Services, you agree to pay our comprehensive service fee (“Comprehensive Service Fee”) each pay period. Our Comprehensive Service Fee is the agreed Per Employee Per Month Fee for each covered employee during that period, plus any additional services selected for each Covered Employee, plus charges that would not otherwise be captured in our Comprehensive Service Fee, such as Services for Covered Employees not receiving a paycheck that period.

A. You will receive an invoice for additional selected services that you request from us or our affiliates that are not included in our Comprehensive Service Fee. Services not included in our Comprehensive Service Fee include FSA administration, HSA administration, recruiting, software products, background checks, drug testing, pre-employment and employee testing, supplemental insurance services, supplemental consulting services, retirement plan participation and workers’ compensation (“Additional Services”). We will advise you in advance if a requested service is an Additional Service. 

B. The non-refundable enrollment fee on your Schedule A is due and payable at the execution of this Agreement.

A. This Agreement is the entire agreement and supersedes all prior agreements or understandings. Capitalized terms used but not defined will have the meanings in the Terms & Conditions. Handwritten/typed changes, except for completing blank spaces on this Agreement, will be void and have no effect.

B. Each party represents and warrants that it has the authority to enter into this Agreement. This Agreement may be executed in counterparts, all of which will constitute the same document. Signatures by facsimile or scanned electronic transmission will be deemed original. 

C. The Terms & Conditions are incorporated into this Agreement for all purposes. In a conflict between this Client Service Agreement and the Terms & Conditions, the Terms & Conditions control. The Terms & Conditions contain provisions concerning Indemnity, Hold Harmless, Damage Limitations, Arbitration, and other material terms concerning the obligations of both parties. 

By (guHRoo)

Name Matt Vaadi

Title CEO

Date Nov 23, 2021

By (Client)

Title

Date

Name

These Client Service Agreement Terms & Conditions, together with the Annexes (if applicable), are incorporated into, and form a part of, your Client Service Agreement and are referred to as the “Terms & Conditions”. We refer to the combination of the Client Service Agreement, the Specific Terms Addressing Applicable Laws (“Applicable Law Terms”), these Terms & Conditions, and any Exhibits and Schedules as this “Agreement”. We will be an employer of Covered Employees for the purposes of our employer-related responsibilities that we have specifically described in Section 2(A) below.

You acknowledge that we are relying on the information provided in your Schedule A, New Client Risk Review Questionnaire, and other client profile documents requested by us, and you represent and warrant to us that the information contained therein is complete, true, and accurate as of the Effective Date. Further you represent and warrant to us that the information contained in the Schedule A is complete, true, and accurate as of the Effective Date and you agree to amend your Schedule A by reporting to us each change in pay rate, addition or deletion of Covered Employees, material change in employment status, change in Covered Employee residence, change in Covered Employee’s workers’ compensation codes, or correction of any inaccuracy within five (5) business days of such change, addition, deletion or correction. The submission or approval of your periodic payroll reports containing such changes, if any, automatically updates your Schedule A.

A. In addition to providing the Services set forth in the Client Service Agreement, we are also responsible for the following in connection with Covered Employee administration:

i. Maintenance of our records and documents;

ii. Our own compliance with all employment Laws, including Title VII of the 1964 Civil Rights Act; Age Discrimination in Employment Act (“ADEA”); Title I of the Americans with Disabilities Act (“ADA”); 42 U.S.C. § 1981; and § 503 of the Rehabilitation Act of 1973;

iii. Our own compliance with the Immigration Reform and Control Act of 1986 (“IRCA”), including obtaining and maintaining Form I-9 for Covered Employees;

iv. Our own compliance with all personnel management policies and procedures that we maintain; and

v. Compliance with Laws governing the licensure, registration or certification of a professional employer organization.

B. Your responsibilities and obligations in operating your business are not changed by your relationship with us or this Agreement. As such, you agree that you will control, determine, and remain solely responsible for all duties not specifically allocated to us in this Agreement and all other aspects of your business and Covered Employees, including:

i. The operation of your business, websites, services provided or products produced by you, operation of any equipment or motor vehicles, compliance with all business licensure and other Laws for your business, any professional licensing, fidelity bonding, and/or professional liability insurance requirements, and development of policies and practices related to your business operations;

ii. Your direction and control over Covered Employees, including a right to hire or terminate as to your employment relationship;

iii. The National Labor Relations Act (“NLRA”) and any related Laws as well as liability for all obligations or either party, including organizing efforts and process and related to the formation of collective bargaining agreements (“CBA”) and issues or grievances arising under the CBA covering Covered Employees and any benefits from such agreements;

iv. Your own compliance with all employment-related Laws, including Title VII of the 1964 Civil Rights Act; ADEA; ADA; Consumer Credit Protection Act, Title III; Fair Credit Reporting Act (“FCRA”) (including Laws governing criminal background inquiries and use of credit checks); 42 U.S.C. § 1981; and § 503 of the Rehabilitation Act of 1973; Family and Medical Leave Act (“FMLA”); and the Consumer Product Safety Improvement Act;

v. Your own compliance with all immigration Laws including IRCA; cooperation with us in obtaining and maintaining Form I-9 for Covered Employees;

vi. Compliance with all wage, hour, payday, paid leave, and related Laws governing the payment of your employees, including regarding Owed Wages (as defined below), the Worker Adjustment and Retraining Notification Act (“WARN”), Fair Labor Standards Act (“FLSA”) (including reporting of hours worked by non-exempt employees for payroll purposes), Equal Pay Act, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), and local and municipal tax laws and obligations that are not collected or funded through withholding of wages or payments processed through us;

vii. Payment, processing and reporting of any non-qualified deferred compensation, excess parachute payments or equity-based compensation of any type, whether actual or imputed for tax purposes, and compliance with all applicable Laws governing such compensation;

viii. Compliance with all Laws governing benefits plans sponsored by you, including the Health Insurance Portability and Accountability Act (“HIPAA”), Health Information Technology for Economic and Clinical Health Act (“HITECH”) and Employee Retirement Income Security Act (“ERISA”);

ix. Compliance with governmental contracting Laws and reporting requirements, if applicable;

x. Compliance with personnel management and benefit plan administrative policies and procedures that are maintained by us and have been made available to you;

xi. Payment of commission-based pay, bonuses (including retention bonuses), vacation or paid time off, paid leave of absence, sick pay, incentive pay, separation pay, severance payment and similar compensation or reimbursement of work- or business-related expenses (“Additional Payments”), which may be processed through us subject to our review and approval; and

xii. Compliance with all requirements of a tax credit, economic business status or certificate, or economic incentive program (“Governmental Incentive”) in which you participate or for which you apply.

A. Any rights we have with respect to Covered Employees do not affect your separate and independent right of direction and control over Covered Employees or your right to terminate Covered Employees from your employment. You will direct and control the job function of Covered Employees. 

B. In addition, our separate employment agreement or acknowledgment with Covered Employees, and the status of our co-employment relationship with Covered Employees, will not amend, replace or otherwise affect any current or future employment or other relationship any Covered Employee may have with you.

C. Employment of any Covered Employee by us is contingent on their current status as your employee. Our separate employment relationship with Covered Employees terminates automatically if (i) his or her employment with you terminates for any reason; (ii) we or Covered Employee exercises our respective rights to terminate our separate employment relationship; or (iii) this Agreement terminates for any reason.

D. Upon termination of this Agreement, we will send Covered Employees employment termination notices terminating our relationship with them, which will not affect your employment of the Covered Employees. You will retain sole responsibility and liability, if any, for all accumulated unpaid wages, sick leave, paid time off, vacation or similar liabilities for Covered Employees.

E. After consulting with you, we may designate at least one onsite supervisor from among the Covered Employees. If we fail to designate any onsite supervisor or if for any reason an onsite supervisor is no longer associated with you, your chief executive officer shall serve as the onsite supervisor until a replacement is designated. Onsite supervisors can serve as our primary contact for facilitating our Services. 

F. You agree that, although we are establishing a limited and separate “co-employment” relationship with Covered Employees, we are not “joint employers,” “dual employers,” or “correcting, creating, controlling or exposing employers” with you as those terms are used by OSHA or other various governmental agencies, courts, and Laws.

G. We agree and acknowledge that you retain exclusive ownership of all of your pre-existing, later developed, or enhanced, intellectual property created by you or your Covered Employees. We will not acquire any right, title or interest to such intellectual property and no transfer or assignment of your intellectual property or rights will occur by virtue of entering into the co-employment relationship. To the extent any such intellectual property rights is considered to vest in us by operation of law, we will acknowledge, execute and deliver to you sufficient instruments of assignment and transfer as may reasonably be requested by you, your successors or assigns to vest in you all rights, title and interest in and to such intellectual property. For the avoidance of doubt, this Section 3.H. does not apply to the extent we enter into a separate agreement with you under which you provide services to us.

A. This Agreement does not alter your responsibilities and obligations with regards to the safety of your premises, equipment, worksites or operations. Although we may provide services to help reduce workplace injuries and illnesses to Covered Employees in connection with our workers’ compensation program for Covered Employees, you agree, at your sole expense and as your sole responsibility, to (i) comply with all health and safety Laws applicable to your premises, equipment (including motor vehicles), worksites and operations, including Occupational Safety and Health Administration (“OSHA”), Environmental Protection Agency regulations, and any state or local equivalent Laws of the foregoing; (ii) ensure use of all necessary personal protective equipment; and (iii) follow all recommendations concerning a safe work environment for Covered Employees suggested to you by us, by your workers’ compensation insurance carrier, or our workers’ compensation insurance carrier. Given that we have no control over your worksite operations, any services provided by us are only advisory and no result is guaranteed or assured. We assume no obligations or responsibilities with regards to the safety of your premises, worksites, or operations with respect to anyone else, including your vendors, contractors, employees who are not Covered Employees, business invitees or any other party.

B. You agree to promptly report to us or our designee all work-related accidents and injuries involving Covered Employees, and report accidents, injuries, and deaths to the applicable regulating agencies to the extent required by Law.

C. You agree to provide us and our workers’ compensation insurance carrier access to the sites at which Covered Employees work for the purpose of reviewing compliance with this Agreement and not for the purpose of controlling or directing any aspect of the workplace. If possible, access will be scheduled at convenient times. You are solely responsible for identifying and eliminating all workplace threats to Covered Employee’s health and safety. 

You agree that you are responsible for ensuring your contractors have adequate workers compensation coverage. You expressly disclaim any and all liability for workers’ compensation claims arising out of or in connection with the actions, omissions, or conduct of any individual who is not a Covered Employee, as defined in this Agreement. You shall indemnify and hold us harmless from any and all such claims, including but not limited to, legal fees and costs incurred in defending against such claims.

A. Workers’ Compensation Insurance for Covered Employees. You are required to maintain an active Workers’ Compensation policy for Covered Employees and provide a copy of the policy to us. If you don’t have a Workers’ Compensation policy, we will acquire and maintain worker’s compensation insurance and keep in force workers’ compensation insurance for Covered Employees, which will include coverage for all your officers, executives, and any other equity owners co-employed by us. You will be named as an alternate employer on the policy. Upon request we will furnish a certificate of insurance verifying the coverage. The policy will include a waiver of subrogation. 

A. Payroll & Hour Reports. Each payroll period, you agree to fully and accurately report to us (i) all time worked by Covered Employees, overtime worked by non-exempt Covered Employees, and days worked by exempt-salaried and commissioned Covered Employees; and (ii) all wages, salaries, amounts earned by Covered Employees, and any other amounts due to Covered Employees for that pay period. You are solely responsible for accurately and timely reporting to us the pay rates and overtime exemptions and classifications for the Covered Employees under FLSA or state wage Laws. You must promptly report to us changes or inaccuracies in any payroll, payroll report, or material changes in employment status, but no later than within five (5) business days of such change or inaccuracy.

B. Direct Deposit. Unless otherwise expressly agreed to in writing by us, direct deposit with access to online pay stubs will be offered to all Covered Employees. You acknowledge and agree that:

i. You are responsible for direct deposit payroll verification, including notifying us if any Covered Employee is terminated and should not be receiving direct deposit; and

ii. In the case of direct deposit failure, we will issue physical, negotiable payroll checks. We will notify you of direct deposit failure of which we are aware before we issue physical, negotiable paychecks. You agree to timely notify all Covered Employees that physical, negotiable payroll checks will be sent to you for distribution to the Covered Employees. You are responsible for any fees, claims or liabilities that may arise due to your failure to give timely notice to Covered Employees. 

C. Invoices. All invoices will be due and payable in full upon receipt. All invoices will be paid via an ACH which will be initiated by our team after the invoice is sent. Our invoices are Confidential information and may not be disclosed to third parties without our written consent except as expressly permitted under this Agreement.

D. Additional Services. You may be offered Additional Services not included in our Comprehensive Service Fee for no cost or for an additional fee and that may be subject to execution of a separate agreement or statement of work, which will govern such Additional Services. To the extent an Additional Service is a technology solution or is advisory, no result is assured or guaranteed. You agree that no fiduciary or attorney-client relationship shall be created through, or as a result of, an Additional Service. 

We expressly disclaim all other representations or warranties regarding an Additional Service, whether express, implied or statutory (by any jurisdiction), including any warranty of fitness for a particular purpose or merchantability, to the fullest extent permitted by law. You agree that our total liability, and your exclusive remedy, for any and all damages, claims, expenses, costs suffered or incurred by you in connection with an Additional Service shall be limited to a return of the amount paid by you for such Additional Service. 

Unless expressly agreed in writing by both parties, any expression or result of an Additional Service, or the work, ideas, techniques, know-how, designs, programs, tools, applications, software, or other technical information created or transmitted by us, our affiliates, licensors, or our service providers to you in the course of performing an Additional Service (collectively, “Work Product”) is the sole property of us, our affiliates, licensors, or service providers (as applicable) and is licensed to you on a non-exclusive and non-transferable basis during the term of this Agreement in exchange for the applicable fees. You agree not to sublicense, transfer, assign, convey or permit any third party to use or copy any such Work Product. 

The occurrence of any of the following will constitute a default (“Default”) under the Agreement:

A. Acts of Default by us are:

i. Our failure to pay salaries and wages to Covered Employees in the manner reported by you to us on the established payday after your submittal of payroll;

ii. Our failure to maintain the workers’ compensation insurance coverage for Covered Employees as provided herein;

iii. Our breach or threatened breach of the confidentiality obligations contained in the Agreement; or

iv. A material breach by us of any provision of this Agreement applicable to us, not otherwise addressed in this Section 8(A), when due to no fault of yours, and after having received ten (10) days’ prior written notice and opportunity to cure such breach, if curable.

v. Filing by or against you for bankruptcy, reorganization or appointment of a receiver, supervisor, assignee, trustee, or liquidator over your assets or property, the occurrence of an event that (with the giving of notice or passage of time) would constitute a default under any agreement governing indebtedness or other agreement material to you, or our reasonable belief that you are insolvent;

vi. Your failure to comply with a directive of ours related to Covered Employees when we reasonably believe that such directive: (1) is reasonably necessary for you or Covered Employees to comply with federal, state or local laws or regulations; (2) is in response to or promulgated by an insurance carrier providing coverage to us or Covered Employees; or (3) is in response to circumstances in which Covered Employee rights have been or are reasonably likely to be affected;

vii. A material money judgment, as determined by us in our sole discretion, against you that remains unsatisfied for more than thirty (30) days;

viii. Any default under a client service agreement between us (or any of our affiliates) and any of your affiliates that provides us (any of our affiliates) the right to terminate such client service agreement; or

B. Acts of Default by you are:

i. Your failure to pay an invoice when due;

ii. Filing by or against you for bankruptcy, reorganization or appointment of a receiver, supervisor, assignee, trustee, or liquidator over your assets or property, the occurrence of an event that (with the giving of notice or passage of time) would constitute a default under any agreement governing indebtedness or other agreement material to you, or our reasonable belief that you are insolvent;

iii. Your breach or threatened breach of the confidentiality obligations contained in the Agreement;

iv. Your failure to correctly disclose to us the total number of Eligible COBRA Takeover Participants or Eligible COBRA Acquisition Participants:

v. Your failure to comply with a directive of ours related to Covered Employees when we reasonably believe that such directive: (1) is reasonably necessary for you or Covered Employees to comply with federal, state or local laws or regulations; (2) is in response to or promulgated by an insurance carrier providing coverage to us or Covered Employees; or (3) is in response to circumstances in which Covered Employee rights have been or are reasonably likely to be affected;

vi. Your failure to reasonably cooperate with us in any investigation or defense of any employment-related matter involving current or former Covered Employees or an applicant;

vii. The failure to report or the underreporting of time worked by Covered Employees or any other actions to avoid or defer the timely payment of wages that are owed Covered Employees;

viii. A material money judgment, as determined by us in our sole discretion, against you that remains unsatisfied for more than thirty (30) days;

ix. Any default under a client service agreement between us (or any of our affiliates) and any of your affiliates that provides us (any of our affiliates) the right to terminate such client service agreement; or

x. A material breach by you of any provision of this Agreement not otherwise addressed in this Section 8(B), after having received ten (10) days’ prior written notice and opportunity to cure such breach, if curable. 

xi. Failure to maintain an active Workers’ Compensation insurance policy if you did not elect to purchase our policy.  

C. The parties acknowledge that an event may constitute a Default under more than one of the above provisions. Upon a Default, the non-defaulting party may, in its sole and absolute discretion, terminate the Agreement immediately or, if applicable, after any cure period provided, by giving written notice of termination as provided in Section 15(K) of this Agreement. If this Agreement is terminated by us upon your Default, such termination shall be effective as specified in the termination notice; provided, however, that the workers’ compensation coverages and group health plan coverage provided by us, if any, shall terminate on the date such Covered Employees employment is terminated. 

A. We will indemnify, defend and hold you, all of your subsidiaries and affiliates, and your and their former and current officers, directors, equity-holders, employees and agents (“Client Indemnified Parties”) harmless from and against any and all liability, expense (including cost of investigation, court costs and reasonable attorneys’ fees) and claims for damage of any nature whatsoever, whether known or unknown and whether direct or indirect, as though expressly set forth and described herein (collectively, “Claims”) that Client Indemnified Parties may incur, suffer, become liable for, or which may be asserted or claimed against Client Indemnified Parties as a result of us:

i. Failing to pay salaries, wages or Additional Payments (collectively, “Owed Wages”) to current or former Covered Employees, in the manner reported by you to us;

ii. Failing to report or pay federal, state, and local payroll taxes for Covered Employees, if any, provided wages were accurately reported to us;

iii. Failing to pay or remit contributions received by us in accordance with applicable Laws governing our employee benefit plans for participating Covered Employees;

iv. Failing to maintain workers’ compensation insurance coverage for Covered Employees as provided herein; or

v. Failing to maintain the EPLI coverage as provided herein,

Except in each case to the extent that such Claims result from or relate to your breach of any obligations under this Agreement. Further, and notwithstanding the foregoing, we have no obligation to you under this Section 9 for any Claims relating to Owed Wages due to current or former Covered Employees unless you previously submitted a payroll to us that specifically included the amount of such Owed Wages.

B. You agree to indemnify, defend and hold us, Executive Resource Group, LLC and all subsidiaries of or companies affiliated with Executive Resource Group, LLC, our and their current and/or former officers, directors, equity-holders, employees, and agents (“Executive Resource Group, LLC Indemnified Parties”), harmless from and against any and all Claims that Executive Resource Group, LLC Indemnified Parties may incur, suffer, become liable for or that may be asserted or claimed against Executive Resource Group, LLC Indemnified Parties arising from or relating to:

i. Your non-payment (or allegations of non-payment) of Owed Wages, except to the extent you previously paid a Comprehensive Service Fee or submitted a payroll to us that specifically included the amount of such Owed Wages;

ii. Any employment agreement or offer letter you have with Covered Employees, or any policy or plan you have regarding paid time off or other payment plans such as vacation, expense-reimbursement, paid leave, severance, bonus, commissions, non-qualified deferred compensation, excess parachute payments, and equity-based compensation of any type;

iii. Your actions or omissions (or alleged actions or omissions) toward current or former Covered Employees, including delays in submission or processing employee forms, violations under FLSA, OSHA, WARN or NLRA or any state or local equivalent Laws of the foregoing, and state or local pay-related Laws;

iv. ctions of Covered Employees whether based on contract, tort or statutory violation or arising from your employees or contractors that are not Covered Employees;

v. The business of or any product produced and/or services provided by you or arising from operations by you, your employees, contractors, or Covered Employees of any form of motor vehicle or business equipment;

vi. Any failure by Client Indemnified Parties or third parties (other than us or our subcontractors) to comply and/or fulfill all obligations or duties under the attached Retirement Plan Annex or Health & Welfare Benefit Plan Annex (if applicable), and any failure  by you, your affiliates or employees to provide timely information requested by us to perform nondiscrimination, top-heavy and similar testing with respect to our benefit plans;

vii. Your violation or alleged violation of Laws relating to your inquiry of an applicant’s criminal history or request of a criminal history search, credit check, or background check;

viii. Your failure to provide new hire information or any other employment status changes in a timely manner, or in any other way failing to cooperate in complying with E-Verify requirements;

ix. Covered employee’s performance of services outside of the United States and transfer of personal data to us from outside of the United States;

x. Covered Employees or your employees’ or agents’ infringement or unauthorized use (or alleged infringement or unauthorized use) of any intellectual property;

xi. Any failure (or alleged failure) by you or your agents to properly maintain and operate any employee benefit plan(s) sponsored by you and any payroll deductions reported by us pursuant to the Retirement Plan Annex for any employee benefit plan(s) sponsored by you or for any state-sponsored payroll deduction IRA retirement program;

xii. Any obligations arising from union representation of Covered Employees or any of your other employees, including obligations under any CBAs, letters or memoranda of understanding, or other agreements with applicable unions relating to Covered Employees or any of your other employees; organizing or unionization activity; defense, compromise or settlement of alleged or actual unfair labor practices arising under the NLRA and relating to Covered Employees; a decision or compliance proceeding of the NLRB; union-initiated labor stoppages, interruptions or demonstrations relating to you or any of your employees (including Covered Employees); and “withdrawal liability”, as defined under the Multiemployer Pension Plan Act; or

xiii. Any Governmental Incentive, including any claims related to Covered Employees Information that we may provide in accordance with the Agreement.

C. Notwithstanding anything herein to the contrary, both parties expressly agree that neither party shall under any circumstances be liable for any punitive, special, incidental, or consequential damages of any nature whatsoever arising under or relating to the Agreement. For purposes of this paragraph, all Claims requiring Indemnification hereunder shall be considered “direct damages”. 

D. The indemnities in this section shall survive termination of this Agreement.

A. We are not licensed to provide legal, financial, investment, insurance, or tax advice. Accordingly, you acknowledge and agree that none of our services or anything provided by us under this Agreement constitutes legal, financial, investment, insurance, privacy, or tax advice. To the extent any Service or Additional Service provided by us is advisory or is based upon best practices, no result is guaranteed or assured.

B. You agree that we will have no responsibility or liability to any losses or claims that arise as a result of Covered Employees’ or former Covered Employees’ negligence, theft, embezzlement, or other unlawful or willful acts committed by Covered Employees or former Covered Employees.

C. You agree to promptly report to us (as well as providing to us a copy of any notice, complaint, or charge) of any government or quasi-governmental agency and/or legal action or threatened action (including charge, litigation, request for arbitration, or demand letter) concerning (i) your worksites, which are employment or safety-related; (ii) your compliance with Laws applicable to your worksites, which are employment or safety-related; (iii) benefit plans sponsored by us that are provided to Covered Employees; (iv) any Covered Employee; (v) any event that could have a material adverse effect on your business or financial position or (vi) any event that could otherwise give rise to a claim under EPLI.

D. You authorize us to represent you before, and/or file any forms with, any governmental workers’ compensation department, state unemployment insurance department, and/or any other state or local governmental organization, where such representation is reasonably necessary or appropriate in order for us to furnish the Services to you, Covered Employees or former Covered Employees.

E. You agree to provide us with Covered Employee email addresses to allow us to communicate with Covered Employees in connection with our role as co-employer or as otherwise reasonably related to the Services.

F. You agree to be solely responsible for the maintenance, storage, security and transmission of Covered Employee records, data and documents that are collected and stored on your systems, in your environment or worksites, or as collected, transmitted and stored on your behalf by your affiliates, subcontractors, service providers, or other third parties and you agree to comply with all privacy, security and data breach notification Laws governing its maintenance, storage, security and transmission. We agree to be solely responsible for the maintenance, storage, security and transmission of Covered Employee records, data, and documents that are collected and stored in our or our affiliates’ systems and are related to the Services provided under this Agreement, and we agree to comply with applicable privacy, security and data breach notification Laws governing the maintenance, storage, security and transmission of Covered Employee data by us or on behalf of our affiliates or service providers. For clarity, both we and you are independent controllers of Covered Employee records in our possession, and we are not considered your third-party service provider when storing or otherwise processing our Covered Employee records as the co-employer of Covered Employees. “Processing” includes any further actions that we may perform on data that has already been collected by us. We consider Covered Employee records, data and documents created or maintained by us and stored in our systems or environment to be our records. You are responsible for compliance with any Laws requiring the production of your records that you maintain and we are responsible for compliance with any Laws requiring the production of our records that we maintain. We will provide access to copies of our records in accordance with our policies, procedures, Laws, or as otherwise agreed upon in writing.

G. If a voluntary or involuntary petition is filed under Title 11 of the United States Code, subject to bankruptcy court approval, all debts that you may owe to us shall be considered “administrative expenses” within the meaning of 11 U.S.C. § 503(b)(1)(A) and our claim or claims for those administrative expenses shall be entitled to the priority specified in 11 U.S.C. § 507(a)(1). You further agree to use every effort, and cooperate with our actions, to clarify those claims as administrative. 

H. You agree to cooperate fully with us in posting any required notices and developing and implementing any related policies or training required by employment-related Laws.

I. You agree to cooperate fully with us in any investigation or defense of any employment-related matter involving you, Covered Employees, former Covered Employees or an applicant whether such matter is initiated by Covered Employees, former Covered Employees, an applicant, a government agency or us.

J. You agree that all of your employees shall be Covered Employees and subject to the Services, except as set forth in Sections 10(K) and 10(Q) herein and subject to Section 3 of your Client Service Agreement. 

K. You agree and acknowledge that all Services provided under this Agreement shall only be provided for, and only available in connection with, Covered Employees permanently residing in the District of Columbia or any state of the United States. Such Services shall not be provided to, or in connection with, your employees residing in any United States territory, including Guam, Puerto Rico, U.S. Virgin Islands, Northern Mariana Islands, and American Samoa (each a “U.S. Territory”), or any other country. You agree that you are solely responsible for your compliance with all foreign and U.S. Territory Laws, including those applicable to wages, benefits, working conditions, transfers of personal data and your employment of your employees. You agree and acknowledge that all Covered Employees shall be treated by us as United  States citizens for purposes of calculating taxes and withholding on any wages paid to Covered Employees under his Agreement. 

L. Each party will treat as confidential any non-public information received from the other (“Confidential Information”). However, the receiving party may maintain and/or disclose Confidential Information (i) to the extent necessary to provide the Services; (ii) to comply with any Law; (iii) on an anonymous,non-personally identifiable and aggregated basis with our affiliates, service providers, or other worksite employees of ours; (iv) to subcontractors or service providers as requested by the disclosing party; and (v) to its affiliates, attorneys, accountants, and other representatives with a need-to-know, provided that the receiving party will be responsible for such third party complying with these confidentiality obligations. This Agreement (other than these Terms & Conditions and the Applicable Law Terms), our invoices, any reports, and all our non-public materials, as well as your non-public financial statements and information are also Confidential Information. Each party agrees to implement and maintain commercially reasonable measures and policies designed to prevent disclosure of Confidential Information except as permitted by this Agreement. Upon any actual or threatened breach of this subsection by the receiving party, the disclosing party will be entitled to seek specific performance of this subsection through injunctive or equitable relief. This provision replaces and supersedes all prior agreements or understandings, whether written or oral, regarding confidentiality between you and us or any of our affiliates. The confidentiality terms of this Agreement shall survive termination of this Agreement for any Confidential Information exchanged between the parties before termination.

M. You represent and warrant to us that prior to entering into this Agreement, you have not engaged in any material violations of Laws including wage and hour, unfair labor practices, discrimination, violations of any CBAs or benefit plans and that you are current on the payment of all wages, payroll taxes, and workers’ compensation assessments and penalties, if applicable. 

N. You represent and warrant that you have previously informed us in writing, and will inform us in the future, of all pension or retirement plans that you currently provide or previously provided for any of your owners, partners, shareholders or employees. You acknowledge that rules under ERISA and the Internal Revenue Code (“Code”) may apply to these plans, as well as to plans maintained by us, and that we have advised you to seek advice from a qualified professional regarding the effect of this Agreement on those plans. 

O. You represent and warrant to us that you have fully completed and timely filed (and will fully complete and timely file) any and all necessary state and federal income and unemployment tax forms, and filings, including Form W-2, SUTA, and FUTA filings for any compensation not processed by us.

 P. You agree and acknowledge that our state and federal tax withholdings are based on Covered Employee withholding elections and the locations of Covered Employees as provided by you. You agree and acknowledge that you are solely responsible for all additional federal, state or local taxes, assessments, interest, or penalties which result from such Covered Employee elections or location information being incorrect, or alleged to be incorrect by a governmental authority.

Q. You agree to report to us in advance any Covered Employee who works or travels for business outside of the United States for thirty (30) or more consecutive days. If you fail to do so, we may consider such employees as no longer being Covered Employees. Additionally, you agree to report to us in advance any group of five (5) or more Covered Employees who work or travel for business outside of the United States as a group irregardless of the travel time. You further agree that in no event shall Covered Employees include individuals who work or travel for business to one country outside the United States in excess of hundred twenty (120) days in any consecutive twelve (12) months period. Any Covered Employee residing outside of the United States is ineligible to participate in our benefit plans. Furthermore, our insurance carriers may deny or limit coverage to Covered Employees while traveling or working outside of the United States.

 R. Each party agrees it will not, without the prior written consent of the other, make any announcement or disclosure to the public regarding this Agreement or the parties’ relationship except as required by Law.

 S. Certain Services or Additional Services may be provided by us or our affiliates via the internet such as a human capital management platform, time tracking, or performance management. Each such website may contain Terms of Use and/or a Privacy Policy as applicable. In addition, in order to access certain functionality provided through Executive Resource Group, LLC’s technology, you may be required to agree to additional terms and conditions. You are responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, timeliness, or completeness of information submitted by you or covered Employees to us through Executive Resource Group, LLC’s technologies. You acknowledge and agree that the right to use Executive Resource Group, LLC’s technologies is not subject to, or contingent upon, the delivery of any future technologies, features, functionalities, upgrades or enhancements, or contingent on any representations by us. We and/or our service providers own and retain all right, title and interest in and to each Executive Resource Group, LLC’s Service and the related intellectual property rights. You do not acquire any right, title or interest in or to any Executive Resource Group, LLC’s Services or any intellectual property rights contained therein.  

T. When you use the background screening services of our affiliate, you become a joint user with us of consumer reports and investigative consumer reports. You agree to abide by all Laws in your notification, inquiry, and use of the reports, and you are solely responsible for the failure to do so. You agree to use any reports procured solely for employment purposes. For the sole purpose of allowing us to assist you with your obligation to provide timely notification under the FCRA to applicants in connections with pre- and post-adverse actions letters, you agree to contact our team before deciding not to hire an applicant or rescinding a conditional offer of employment-based, in whole or in part, on information contained in a background report.

U. No document, amendment, modification, order, work product, or other deliverable other than this Agreement, whether written or oral, and whether created before or after execution of this Agreement, other than an additional Schedule B, shall constitute a binding contract between the parties unless executed in writing by an authorized representative of both parties. 

V. If you request us to provide certain information for the purpose of application or to maintain eligibility for or related to a Governmental Incentive, you acknowledge and agree that such information is provided by us in accordance with this Agreement. The information provided may include Covered Employee names, Social Security Numbers, mailing addresses, dates of birth, other relevant information pertaining to training and other information as requested or required by that program (collective, “Covered Employee Information”). We expressly disclaim any and all express or implied warranties regarding Covered Employee Information, including its completeness or its fitness for a particular purpose. You are responsible for the accuracy of Covered Employee Information provided by us on your behalf. 

A. Except for unpaid invoices, other billed obligations owed by you, or any breach or threatened breach of the confidentiality provision herein, all claims, disputes, and other matters in question between the parties arising out of, or relating to this Agreement or the Services, shall be decided by arbitration in accordance with the Federal Arbitration Act (9 U.S.C. §§ 10 and 11, as amended) (“FAA”) and the Commercial Arbitration Rules of the American Arbitration Association subject to the limitation of this Section 11. This agreement to arbitrate and any other agreement or consent to arbitrate entered into will be specifically enforceable under the prevailing law of any court having jurisdiction. Unless agreed otherwise, the parties, the parties’ attorneys, and the arbitrators shall treat the arbitration, any disclosures made during the arbitration and the decision of the arbitrators as confidential, except to the extent necessary in the connection with a judicial challenge to, or enforcement of an award, or as otherwise required by law.

B. Notice of the demand for arbitration will be filed in writing with the American Arbitration Association and served contemporaneously on the other party.

C. The parties agree that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrators may award compensatory, injunctive or other relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Further, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. No arbitration arising out of, or relating to, this Agreement shall include by consolidation, joinder or in any other manner any other person or entity who is not a party to this contract unless:

i. The inclusion of such other person or entity is necessary if complete relief is to be afforded among those who are already parties to the arbitration, and/or such other person or entity is substantially involved in a question of law or fact which is common to those who are already of law or fact which is common to those who are already parties to the arbitration and which will arise in such proceedings; and

ii. The written consent of (a) the other person or entity sought to be included, (b) us, and (c) you, has been obtained for such inclusion, which consent shall make specific reference to this Section 11(C), but no such consent shall constitute consent to arbitration of any dispute not specifically described in such consent or to arbitration with any party not specifically identified in such consent.

D. The award rendered by the arbitrators will be final, judgment may be entered upon it in any court having jurisdiction thereof, and will not be subject to modification or appeal except to the extent permitted by the FAA.

A. We will include Form I-9 as a part of our new employee hire documents completed by all Covered Employees and assist with issues relating to the completion of Form I-9.

B. In jurisdictions where all private employers (or all private employers of a specified size, if applicable) are required to use E-Verify for all newly-hired employees, we will submit newly hired Covered Employees into the E-Verify System and will communicate with you on any non-confirmation issues. You agree to fully cooperate with us in this process including complying with all of the terms of the then current U.S. Citizenship and Immigration Services (“USCIS”) Memorandum of Understanding (“MOU”) required for employers using E-Verify. The MOU can be viewed on the USCIS website. You agree to promptly execute the MOU if requested by us or by USCIS. You will not submit newly hired Covered Employees into E-Verify in jurisdictions where all private employers (or all private employers of a specified size, if applicable) are not required to do so by Law. Notwithstanding the foregoing, where applicable Law only requires private employers that do business with the government to use E-Verify, you, as the entity contracting with the government, are responsible for submitting Covered Employees into E-Verify.

C. You agree to promptly report to us all newly hired Covered Employees on or before the start date of employment. You agree to display the required notice to applicants regarding E-Verify and to promptly communicate any non-confirmation issues to employees. 

Notwithstanding any statement to the contrary contained in this Agreement:

A. Each party represents and warrants to the other party that:

i. It is duly organized, validly existing, and in good standing under the laws and regulations of its respective jurisdiction of incorporation, organization, or chartering;

ii. It has the full right, power, and authority to enter into this Agreement, to grant any rights and licenses granted hereunder, and to perform its obligations hereunder;

iii. The execution of this Agreement by its representative whose signature is set forth at the end the Client Service Agreement has been duly authorized by all necessary action of the party;

iv. When executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and

v. During the term of this Agreement, it will maintain commercially reasonable administrative, physical, and technical safeguards in accordance with Laws applicable to the safeguarding, privacy, and protection of Covered Employee data in its possession and control or that it processes.

B. We represent and warrant to you that:

i. We shall perform the Services using personnel of appropriate skill, in a professional manner consistent with industry standards; and

ii. We are in compliance with, and shall perform the Services in compliance with, all applicable Laws regulating and licensing “Professional Employer Organizations” (“PEOs”) in states where Covered Employees are located.

C. With respect to your business operations, you represent and warrant to us:

i. If you are a contractor, including a contractor for the government, under the terms of all of your contracts with your clients, you retain the complete right to direct and control the daily business activities of the Covered Employees assigned to such contracts;

ii. You are not a temporary or staffing agency to any government, nor do you require a staffing or temporary agency license in any of the states; and

iii. Covered Employees will not be involved in: (i) use of any type of munitions, including possession, handling, storage, transport, delivery, or use any firearms, ammunition, explosives, or other type of incendiary device or weapon while working for you or on your facilities; (ii) exposure to chemicals or gases; (iii) combative physical activities or training; (iv) exposure to heights in excess of twenty (20) feet above ground or surface level; (v) underground exposures; (vi) drilling activities or any activities that take place on a drilling rig floor; (vii) in the construction, maintenance, repair or operation of oil or natural gas facilities or pipelines, whether directly or indirectly; (viii) leaving the ground in any aircraft other than regularly scheduled commercial flights; or (ix) work onboard ships and/or submarines.

iv. You do not currently own or operate, and agree to report to us in advance if you should acquire or operate any manned aircraft or watercraft.

D. Except as expressly set forth in Section 10 and this Section 13, we make no other representation or warranty, express or implied, with respect to any product or services, including Services, and specifically disclaim all other warranties, including warranties for merchantability and fitness for any particular purpose. Except to the extent arising in connection with our indemnification obligations under Section 9, in no event will our aggregate liability to Client Indemnified Parties exceed the administrative portion of our Comprehensive Service Fee paid by you during the previous twelve (12) months.

Matters relating to your or Covered Employee’s provision of licensed professional services to the public shall remain solely within your and/or Covered Employee’s control. Nothing in this Agreement requires you or any Covered Employee to disclose to us any privileged information or communication associated with the rendering of professional services to third parties. The transfer or disclosure to us of privileged information or communication arising out of or otherwise associated with the rendering of professional services by you or any Covered Employee is specifically prohibited by us. 

You acknowledge the following if you are involved or practice in the following trades or businesses:

A. Accounting Firms. We are not providing any services to anyone as a Certified Public Accountant (“CPA”) or as an accounting service provider and nothing in this Agreement is intended, or shall be construed, to alter or interfere with a CPA-client relationship.

B. Legal Practice. We are not providing any services as a law firm, attorney or legal service provider, and nothing in this Agreement is intended, or shall be construed, to alter or interfere with an attorney-client relationship.

C. Regulated Investment Advisors. You are solely responsible for the rendering of Securities and Exchange Commission (“SEC”) and/or Financial Industry Regulatory Authority (“FINRA”) services including investment advisory services, trades and other transactions, and any state equivalent. We are not providing Services as a FINRA or SEC registered investment advisor and nothing herein is intended, nor shall it be construed, to alter or interfere with the Client’s investment advisory relationship.

A. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements or understanding, whether written or oral, with respect to the subject matter hereof. The parties hereto, on behalf of themselves and their respective agents and employees, each expressly warrant and represent that (i) no representation or promise has been made to the other which is not expressly set forth in this Agreement or a written exhibit or schedule herewith; and (ii) neither party is relying upon any statement or representation of the other party or their agents which is not expressly set forth within the Agreement. Each party has been represented by or had the option of being represented by its own legal counsel in connection with the entry into the Agreement, and has read and had explained in full the entire contents and legal consequences of this Agreement. 

B. This Agreement is between the parties and creates no individual rights of Covered Employees or any third parties.

C. You may only assign this Agreement with our written consent, which shall not be withheld by us unreasonably.

D. The prevailing party, in any action, arbitration, suite, or litigation arising with respect to the Agreement, shall be entitled to recover from the other party all costs of such enforcement action including reasonable attorneys’ fees, court costs, and related expenses. 

E. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid the remaining provisions shall remain in effect and be so construed as to effectuate the intent and purposes of such provisions.

F. The non-enforcement by either party of a breach of any term or provision of this Agreement is not a waiver of such provision or any right. The waiver by either party of a breach of any term or provision of this Agreement shall not be a waiver of a subsequent breach of the same provision or of a breach of any other term or provision of their Agreement.

G. Excluding any payment obligation to us, neither party will be required to perform any term, condition, or covenant of this Agreement so long as such performance is delayed or prevented by force majeure, which shall mean acts of God, strikes, lockouts, labor, or worksite restrictions by a governmental authority, civil riot, floods, and any other cause not reasonably within the control of that party and which by the exercise of due diligence by that party is unable, wholly or in part, to prevent or overcome.

H. The term “including” means “including without limitation”. References to any specific laws will be deemed to refer to such laws as in effect from time to time, any regulations thereunder, and any successor statutes thereto. The term “Laws” means all applicable federal and state statutes, laws, rules, regulations, codes, directives, orders, judgments, decrees, or other requirements or rule of law. The term “business day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required by law to close. The term “days” shall mean calendar days. The term “party” or “parties” means you or us, as applicable.

I. No termination or expiration of this Agreement affects or impairs any obligations, duties, indemnities or liabilities of either party that, by their nature, continue beyond the termination or expiration of this Agreement, or our rights with respect to your unpaid obligations. Such obligations, duties, indemnities or liabilities shall continue until such time as all such obligations, duties, indemnities or liabilities have been fulfilled or as otherwise provided in this Agreement.

J. The section and subsection headings in this Agreement are for convenience only and shall not in any way affect, limit, supplement, or be used to interpret any provision herein.

K. All matters that you must “report” to us under this Agreement must be submitted by you in writing (including electronic format) in accordance with our stated procedures for such matter or, if no procedure has been designated, to your assigned service representative. All other notices (including notices of default or termination), requests, and communications in connection with this Agreement, except as otherwise stated herein, shall be in writing, sent either by (i) email, if sent to the email address provided for the purposes and verified by electronic logs as not having bounced back or received an error message for transmittal; (ii) facsimile with written confirmation of successful transmission; (iii) hand-delivered with a signed receipt; (iv) mailed by prepaid United States registered, certified or express mail, return receipt requested; or (v) overnight courier service by a nationally recognized courier; and addressed to the party’s principal place of business as set forth in this Agreement (or to such other address provided in writing by such party or to any other address regularly used for communication by us to you).

If to us:

Executive Resource Group, LLC

dba guHRoo

1204 Lexington Avenue #2a

Irmo, SC 29063

Fax: 803-753-9297

Email: support@guhroo.co

If to Client:

Sara@women-presidents.com

646-668-5460 (x5462)

Women Presidents Organization

2 Park Ave, 20th Floor

NY, NY 10016