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VY II past due and/or terminate this Agreement for failure to make payments as required herein as set forth in Section 4.9 herein. CONEXIS may also change the service charges and or services as of the date any change is made in postal rates or to law or regulations to the extent such change imposes additional duties or obligations on CONEXIS or requires CONEXIS to carry out its obligations in a manner not otherwise contemplated by this Agreement in force at the time of such change. CONEXIS may, at its sole discretion, revise the applicable Service Fees at the expiration of any Service Guarantee Period, as indicated on the appropriate Fee Schedule by providing Client written notice of such changes, at least sixty (60) days prior to the expiration date of the Fee Schedule. Service Fee Guarantee Periods are only effective with fully Executed Services Agreements. In addition, Service Fees may be revised at any time, if Client makes changes to the Benefit Plans (regardless of reason) that materially revise the nature or volume of the services contemplated by this Agreement and/or the increase of pass through fees from third party service providers to CONEXIS. 2.3 Payments to CONEXIS: Notwithstanding any provision herein to the contrary, Client and CONEXIS agree that any funds submitted by Client or any other individual or entity to CONEXIS in accordance with this Agreement do not include participant's salary reductions. Client further understands that CONEXIS does not hold any funds submitted to CONEXIS by Client in a trust as that term is contemplated by ERISA. Client warrants that: (i) neither it nor any of its employees, directors, representatives, fiduciaries, Benefit Plans (or any entity performing services for Client or such Plans), any of its predecessors, successors or assigns have represented or shall represent to any Participant or beneficiary of the Benefit Plans that a separate account, fund, or trust is being held on behalf of the Benefit Plans by CONEXIS that may be used to.provide or secure benefits under the Benefit Plans; Nothing herein prevents CONEXIS from depositing any such amounts received from Client into a CONEXIS-owned interest bearing account and from retaining such interest. 2.4 Furnish Information to CONEXIS: Client shall furnish to CONEXIS the information reasonably determined by CONEXIS to be necessary to fulfill its duties under this Agreement, including but not limited to, quarterly updates of employee/Participant headcount to the extent that such headcount is applicable for calculating Service Fees and such information shall be provided in a mutually agreeable format. Client shall furnish such headcount within 10 business days of the beginning of each calendar quarter with the corresponding increase/decrease applicable for that quarter. Client understands and acknowledges that CONEXIS will operate on the assumption that the information provided by Client or its designee is accurate and complete and is not liable and will be indemnified and held harmless in accordance with Section 2.5 against errors resulting from inaccurate and/or untimely information provided by Client or its designee. Client agrees that CONEXIS may assess a reasonable additional fee for costs, (e.g. postage and related labor costs) incurred by CONEXIS as reasonably necessary to take corrective action due to inaccurate and/or untimely information received from Client or its designee. 2.5 Indemnify CONEXIS: Client agrees to defend, indemnify and hold harmless CONEXIS, 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"), resulting from any third party demand, judgment, settlement agreement or lawsuit arising from CONEXIS' performance under this Agreement, including without limitation, claims arising from actions taken by CONEXIS pursuant to Client's express written instructions except to the extent of CONEXIS' negligence or willful misconduct. The foregoing indemnification right is contingent upon CONEXIS satisfying Section 4.17 herein. SECTION 3. CONEXIS' DUTIES 3.1 Recordkeeping: Each Party shall maintain the usual and customary records related to its obligations under this Agreement as required under applicable law. CONEXIS will deliver records held by CONEXIS that relate to administration of the Benefit Plans to Client or its designee within thirty (30) days of receiving Client's written request for the records. Client shall be required to pay CONEXIS' reasonable charges for transportation, for preparation of such data in formats other than CONEXIS' standard format, and for duplication of such records. 3.2 Audit by Client: Client may perform one audit per year (except as required to comply with government mandated audits)of the records specifically related to CONEXIS' duties under this Agreement after providing thirty (30) days prior written notice to CONEXIS. No such Audit shall last more than five (5) business days. For reasonable cause in unusual circumstances, Client may perform additional audits as needed with the understanding that Client will bear the full cost of such audits. Client's auditor may perform audits provided such auditor signs a confidentiality agreement acceptable to CONEXIS and is not a direct competitor of CONEXIS'. Audits must be performed during CONEXIS' standard business hours. CONEXIS will provide reasonable assistance and information to the auditors and Client shall reimburse CONEXIS for CONEXIS' reasonable expenses, including, but not limited to, copying and labor costs associated with the audit. Client will provide CONEXIS with a summary of the findings from each report prepared in connection with any such audit and _� CONEXIS Initials v Client Initials Direct Client Services Agreement 2 V9.0-040111