25A - AGMT EMPLOYEE TRACKING SVCS

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$17,500 for each year of the optional renewal terms. The total not to exceed amount for the term of the Agreement Including all optional renewals is $85,000. After the initial three (3) year period, BASIC may adjust fees, with a ninety day (90) written notice, based on more than a two percent (2%n) increase in administration, for eligible members. Any unpaid fee shall be immediately due upon termination of this Agreement. Each party agrees to maintain, on a confidential basis, all information that the other has designated as confidential or proprietary ("Confidential Information") and will not disclose that Confidential Information to any third party (except to consult with their respective attorneys or accountants) unless otherwise required by law. The parties agree to use the Confidential Information to facilitate the performance or enforcement of this Agreement and for no other purpose. SECTION V: INDEMNIFICATION; COOPERATION The Employer shall be solely responsible for FMLA compliance prior to the effective date of this Agreement and shall hold BASIC harmless for any action or failure to act in accordance with FMLA prior to such effective date. BASIC will hold the Employer harmless for any action or failure made by BASIC. It shall not be responsible for any action or failure caused by the Employer. If an employee files any type of claim, lawsuit or charge against the Employer and/or BASIC, alleging a violation(s) of law the Employer and BASIC will cooperate with the other's defense of such claim, lawsuit or charge. The Employer and BASIC will make available to each other upon request any and all non -privileged documents that either party has In its possession that relate to any such claim, lawsuit or charge. This provision, however, shall not preclude the raising of cross claims or third -party claims between the Employer and BASIC, if the circumstances justify such proceedings. The parties agree that this provision shall survive the termination of this Agreement. SECTION VI: MISCELLANEOUS PROVISIONS Each party represents and warrants to the other that execution of and the parties' performance of obligations under this Agreement have been duly authorized by their respective entities and that this is a valid and legal Agreement that is binding on each party and enforceable in accordance with its terms. Each provision In this Agreement is separate. If any provisions of this Agreement are ever held by a court to be unreasonable, the Parties agree that this Agreement shall be enforced to the extent it is deemed to be reasonable and in such a manner as to make this Agreement, as modified, legal and enforceable under applicable laws, and the balance of this Agreement shall not be affected, the balance being construed as severable and independent. Either party's failure to exercise or delay in exercising any power or right under this Agreement shall not operate as a waiver, or shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of remedies otherwise available in equity or at law. BASIC will provide evidence of errors and omissions or professional liability insurance coverage to Employer in the amount of $1,000,000 per occurrence and $1,000,000 of cyber liability insurance coverage prior to the start of work pursuant to this Agreement. BASIC will maintain such insurance coverages throughout the term of this Agreement and will provide evidence of such coverages upon reasonable request and when renewed. Failure to maintain insurance coverages is cause for immediate termination of said Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. Without written consent of the other party, neither this Agreement nor any of Its benefits or obligations is assignable. For purposes of this agreement, a signed copy delivered by facsimile or electronically shall be treated by the parties as an original of this agreement and shall be given the same force and effect. An electronic signature captured within a software system will result in a legally binding contract under applicable state law, This Agreement shall be governed by and interpreted in accordance with California law. 25A-7