|
to review the Services provided by the other to determine whether, in the
<br />reasonable opinion of the first party, the Services being performed by the other are
<br />in accordance with the provisions of this Agreement. All persons hired or used by
<br />each party shall be that party's employees and agents and the hiring party shall
<br />ensure that such persons are trained, qualified, and appropriately licensed to
<br />provide Services under this Agreement. Each party shall be responsible for the
<br />accuracy, completeness, and adequacy of any and all work and Services
<br />performed by its employees and agents and shall ensure that all applicable
<br />licensing and operating requirements of federal, state, county, and municipal
<br />governments, and all applicable accreditation and other standards of quality
<br />generally accepted in the field of such party's activities are complied with and
<br />satisfactorily met. Furthermore, each party intentionally, voluntarily, and knowingly
<br />assumes the sole and entire liability to its employees, agents, and other persons
<br />for all loss, damage, or injury caused by its employees and agents in the course of
<br />their employment or engagement. Participation by a party in the performance of
<br />Services under this Agreement shall not constitute nor be construed as
<br />employment with the other party and shall not entitle a party or its employees,
<br />agents, or subcontractors to vacation, sick leave, retirement, or other benefits
<br />afforded employees of the other party. Each party shall be responsible for payment
<br />of applicable income, social security, and any other federal, state, county, or
<br />municipal taxes and fees.
<br />(3) SCOPE OF SERVICES
<br />a. YOUR CORPORATION has sole and final authority to establish, maintain, control,
<br />and manage the operation of the applicable Program. Sterling expressly does not
<br />assume any responsibility for the general design of any Program, the adequacy of
<br />its funding, or any act or omission or breach of duty by YOUR CORPORATION.
<br />Nor is Sterling in any way to be deemed an insurer, underwriter, or guarantor with
<br />respect to any benefits payable under any Program. Sterling merely facilitates
<br />collection of COBRA premiums and submits to client and does not assume any
<br />financial risk or obligation with respect to claims for benefits payable by YOUR
<br />CORPORATION under the applicable Program. Funding for any payment on
<br />behalf of participants under the applicable Program, including but not limited to, all
<br />benefits to participants in accordance with the applicable Program, is the sole
<br />responsibility of YOUR CORPORATION, and YOUR CORPORATION agrees to
<br />accept liability for, and to provide sufficient funds to satisfy, all payments to
<br />participants under the applicable Program. Sterling will hold any funds it receives
<br />from participants or YOUR CORPORATION to provide services under this
<br />agreement in one or more non -interest -bearing accounts. To the fullest extent
<br />permitted under applicable law, Sterling does not intend to be the "named
<br />fiduciary," "plan sponsor," or "plan administrator" (as such terms are described in
<br />ERISA, other applicable law, or the Program documentation) or assume any of the
<br />obligations or responsibilities corresponding to those designations. Unless
<br />required by applicable law, nothing in this Agreement shall be deemed to (a) render
<br />Sterling a party to the Program; (b) confer upon Sterling any authority or control
<br />respecting management of the Program, authority or responsibility in connection
<br />with administration of the Program, or responsibility for the terms or validity of the
<br />Program; or (c) impose upon Sterling any obligation to any employee of YOUR
<br />CORPORATION, any Program participant, or any person otherwise entitled to
<br />benefits through any Program.
<br />
|