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CONEXIS it Vllltl4 fP34UfC PIVD provide CONEXIS with a reasonable period of time following receipt of such report to provide written comments to the findings. Such reports will be considered confidential information that may not be further disclosed for any purpose except as required by applicable law. Under no circumstances is Client permitted to audit CONEXIS' records that relate to other Clients. 3.3 Audit by CONEXIS. Client will promptly furnish its financial statements as prepared by or for Client in the ordinary course of its business for the purpose of determining Client's ability to satisfy its financial obligations hereunder. To the extent such financial statements are not otherwise publicly available, such statements will be deemed to be Confidential Information and shall be used by CONEXIS solely for the purpose of determining Client's ability to perform its duties hereunder. If CONEXIS' review of financial statements causes CONEXIS to question Client's ability to perform its duties hereunder, CONEXIS may request, and Client shall provide to CONEXIS, reasonable assurances of Client's ability to perform its duties hereunder. Failure by Client to provide such reasonable assurances to CONEXIS shall be deemed a material breach of this Agreement. Furthermore, Client shall notify CONEXIS immediately in the event there is a change of control or material adverse change in Client's business or financial condition since the Effective Date. 3.4 Standard of Care: In performing its duties and obligations under this Agreement, CONEXIS and its subcontractors shall exercise a standard of care that includes the following: (i) exercising the level of care in the performance of its duties hereunder generally exercised by reasonable and prudent service providers performing similar services and (ii) exercising commercially reasonable efforts, in accordance with this Agreement, to assist the Client with ensuring that the Benefit Plans comply with all applicable federal laws and regulations. 3.5 Nature of Duties: The services to be performed by CONEXIS under this Agreement shall be ministerial in nature and shall generally be performed in accordance with CONEXIS' standard operating procedures. It shall not be considered a breach of this Agreement if CONEXIS refuses to perform services generally required under this Agreement if the manner in which Client desires such services to be performed requires material changes to CONEXIS' operating procedures that were not contemplated at the time the Parties entered into the Agreement. CONEXIS, at its discretion, shall act in accordance with Client's written instructions subject to Section 2.5 herein. Client acknowledges that CONEXIS is not an accounting or law firm and no services provided by CONEXIS in accordance with this Agreement should be construed as legal, accounting, or tax advice in providing administrative services under this Agreement. 3.6 Customer Service and Electronic Administrative Services: Except during times of scheduled maintenance and company scheduled closures, CONEXIS shall provide telephonic or Web -based electronic access to: I) Client Services personnel for Client Representative(s) during CONEXIS' standard business hours (8:00 AM — 5:00 PM Central Time) Monday through Friday (telephonic support); ii) Participant Services personnel for Client's Qualified Beneficiaries ("Continuants") and Participants (7:00 AM to 7:00 PM Central Time) Monday through Friday (telephonic support); iii) Administrative Services support twenty-four (24) hours per day, seven (7) days per week for Client's Representatives, Participants and Continuants (Web -based electronic access). 3.7 Indemnify Client: CONEXIS agrees to indemnify, defend, and hold harmless Client, its officers, directors and employees from and against all losses, liabilities, damages, expenses including reasonable attorneys' fees (that are awarded from a court of competent jurisdiction) ("Losses") arising out of CONEXIS' material breach of the standard of care set forth in this Agreement. Notwithstanding the foregoing, CONEXIS will not be liable to Client in a breach of contract claim for other than monetary, compensatory damages that are reasonably foreseeable and ascertainable, regardless of whether or not CONEXIS was informed of the possibility of such damages. CONEXIS further agrees to indemnify and hold harmless Client, its officers, directors and employees from any claim, demand, or expense arising from the negligent act or omission or willful misconduct of a subcontractor of CONEXIS who assists CONEXIS with the performance of its duties under this Agreement. The foregoing indemnification right is contingent upon Client satisfying Section 4.17 herein. SECTION 4. GENERAL PROVISIONS 4.1 Entire Agreement: This Agreement embodies the entire understanding between CONEXIS and Client regarding the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements relating to the same subject matter. Client further agrees that this Agreement supersedes any prior service agreement(s) between the Parties (or their predecessors) and acknowledges that the execution of this Agreement will serve as written notice of termination of such prior written agreement(s). 4.2 Severability: The provisions of this Agreement shall be severable and the invalidity or unenforceability of any provision(s) hereof shall not affect the validity or enforceability of the remaining provisions provided the basic purpose of this Agreement can still be achieved through the execution of the remaining valid provisions. 4.3 Titles/Heading/Numbering: The titles/headings/numbering of the sections herein are for convenience of reference only and are not to be considered in construing this Agreement. ,�-- a / CONEXIS Initials Client Initials Direct Client Services Agreement 3 V9.0-040111