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<br />SECTION 5 - TERMS OF AGREEMENT
<br />5.1 Nothing contained herein shaU obligate the Employer to utilize PWI as its agent or broker in providing group benefits to
<br />employees.
<br />5.2 Neither PWI nor the Employer may act on behalf of the other party except as provided for in this Agreement and neither
<br />party may bind nor execute a release on behalf of the other party except as authorized in writing by the other party.
<br />5.3 Governing Law and Choice of Venue. This Agreement shall be governed by and construed in accordance with the Laws
<br />of the state of Wisconsin to the extent not preempted by Privacy, Standards for Electronic Transactions, Security Rules,
<br />or other applicable federal law. Any action at law, suit in equity or other judicial or arbitral proceeding for the
<br />enforcement of breach of this Agreement or any provision thereof shall be instituted and conducted in the State of
<br />California."
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<br />SECTION 6 - PROPRIETARY INFORMATION AND CONFIDENTIALITY
<br />6.1 Each party agrees to hold the other party's Proprietary Information in strictest confidence and represents and warrants
<br />that it will use reasonable due diligence so that neither it nor its agents or employees shall use such Proprietary
<br />Information outside the scope of this Agreement, nor disclose, publish, duplicate, reproduce or permit the transfer of, or
<br />otherwise make available, directly or indirectly, such Proprietary Information, in whole or in part, to persons other than
<br />the receiving party's employees or agents who have a "need to know" for the purposes of this Agreement. Toward those
<br />ends, each party will use at least the same degree of care to maintain the other party's Proprietary Information and to
<br />prevent its publication, dissemination or disclosure to third parties as said party uses with respect to its own Proprietary
<br />Information and materials and the information and materials of its clients. This Section (6. I) shall survive a termination
<br />of this Agreement.
<br />6.2 The foUowing shall be deemed "Proprietary Information" of PWI, respectively, for the purposes hereof: all information
<br />regarding the development, use and operation of the Plan, and any changes, modifications, erthancements or additions
<br />thereto, including but not limited to marketing materials, reference manual, documentation, software, forms,
<br />communication materials, "know-how" and similar information generally regarded as confidential.
<br />6.3 Employer agrees that all of the Proprietary Information of PWI is owned b an.d .shall remain the exclusive property of
<br />PWI. '.'
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<br />SECTION 7 - TER
<br />7.1 Notification 0
<br />postage prepa(,'!oPWI s ei~ectJSi
<br />days prior to' e renewa a e, I rem 0 e a ditiona rene e term. I win irlvoice for
<br />all remaining fees due under the contract within thirty (30) days of receiving written notification of termination. The
<br />,i't lin,~oic,"l~i\'9jl.,b~~e~d.gr,1fr.fvro5ehofp~iFir,jI!!trrb~U~~9~ \he last invoice prior to notification oftermination:
<br />lh~ 1.!;)tjJ.erJ P.\ll:!y,~nalq ij~\f.,;th~ r1gj).l to \rlillieiljllt~1Yi ~\'11il~,. t~~ Agreement granted hereunder If the other party VIOlates any
<br />material provision of this Agreement and fails to Clrre such'vioIation within thirty (30) days following receipt of written
<br />notice thereof Nonpayment of any amounts due hereunder shall be deemed a material violation.
<br />7.3 Notwithstanding the preceding- paragraphs, either party may terminate this Agreement for cause at anytime, "Cause"
<br />shall be limited to any of the following reasons: (a) if either party becomes bankrupt or insolvent; (b) if either party fails
<br />to perform its duties hereunder and such failure is not cured within thirty (30) business days of receipt of written notice
<br />thereof; (c) if all or any portion of the Plan fails to comply with applicable provisions of the Code and regulations
<br />thereunder; or (d) if some or all of the Plan is not legally or validly implemented.
<br />7.4 Termination of this Agreement shall not relieve either party of its obligations, including the obligation to make payments
<br />due, through the date of termination and after termination for additional services rendered on behalf of the Employer.
<br />7.5 Termination hereunder is in addition to any other rights and remedies of the parties arising out of a breach of this
<br />Agreement.
<br />7.6 The Employer agrees to pay fees for the run-out periods in advance of work performed for recordkeeping/administration
<br />processing, preparation of Form 5500, and for the fees and costs involved in the termination of the Plan at PWI or with
<br />the appropriate governmental agencies. The invoice will be based on the number of participants billed on the last invoice
<br />prior to notification of termination.
<br />7.7 PWI will provide paper-based and electronic fmal reports after date of contract close and deliver as usual.
<br />7.8 PWI will gather and send claims received after contract date to Employer at the end of every week for a six (6) month
<br />period. PWI will not be responsible for any claims received after that date.
<br />7.9 Upon any termination of this Agreement, Employer will promptly discontinue use and return to PWI all support material
<br />and Proprietary Information ofPWI in Employer's possession.
<br />7.10 In the event that payment of service fees is not received by PWI within sixty (60) days from the date payment is due, PWl
<br />reserves the right to terminate this Agreement and discontinue aU recordkeeping and administration services for the Plan.
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<br />SECTION 8 - TERMINATION OF PLAN
<br />8.1 As separate from the termination of this Agreement, the Employer agrees to notify PWl within thirty (30) days in the
<br />event of termination of the Plan due to sale of company or bankruptcy of Employer. The Employer will be responsible
<br />for all fees due until the contract term expires.
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