CoAdvantage Terms and Conditions of Service

1. DEFINITIONS

1. "Agreement" means the agreement between You and Us for the provision of Our services as set forth herein.
2. "CoAdvantage," "We," "Us," or "Our" mean the entity identified on the signature page of Your Order Form and any affiliates to which this Agreement is assigned.
3. "Effective Date" means the first day of the first payroll period that Our services are provided.
4. "EPLI" means employer practices liability insurance secured by Us for Worksite Employees.
5. "Indemnified Parties" means the party to this Agreement being indemnified and its affiliates, subsidiaries, parent companies, officers, directors, employees, agents, representatives, successors, and assigns.
6. "New Employee Paperwork" means completed and signed initial enrollment documentation of Worksite Employees, including the initial co-employment application, co-employment acknowledgement, and IRS Form W-4.
7. "Order Form" means the written document provided by Us and signed by You that specifies the services You are requesting Us to perform. The Order Form includes details such as the scope of services, pricing, and other relevant terms agreed upon by both parties.
8. "PEO" means professional employer organization and includes the definitions set forth in the various state licensing laws to the extent that such laws are applicable.
9. "Term" means one (1) year and automatically renewing as provided here; however, either party may terminate this Agreement with sixty (60) days' prior written notice of termination to the other party.
10. "Worksite" means the location(s) where Worksite Employees engage in work or provide services for Your benefit.
11. "Worksite Employee" means Your employees co-employed by CoAdvantage for the provision of Our services as set forth in this Agreement.
12. "You" and "Your" mean the entity listed on the Order Form contracting for the provision of Our services.
13. "Your Policy" means, where we do not secure workers' compensation coverage for Worksite Employees, a workers' compensation policy retain by You that meets statutory requirements for workers' compensation and employers liability insurance coverage (to include Coverage B, Jones ACT, FELA and Harbor-workers Protection Act, if applicable) covering Your employees, including Worksite Employees, in all states where You conduct business or have employees. All such policies shall provide for insurance coverage as required by state law and in amounts not less than $1,000,000 per accident for bodily injury by accident, $1,000,000 policy limit by disease, and $1,000,000 per employee for bodily injury by disease.

2. TERM

This Agreement commences on the Effective Date for an initial term of one (1) year and automatically renews for additional one-year periods until terminated by either party by (i) providing sixty (60) days prior written notice to the non-terminating party at any time or (ii) as otherwise set forth herein.

2. PERSONNEL

1. Services and Relationship. As of the Effective Date, We will provide professional employer services to You and Worksite Employees as a limited purpose administrative employer. To effectuate these services, You will transfer Worksite Employees to Us as co-employers. This Agreement does not change Your employment relationship with Worksite Employees, nor does it make Worksite Employees third-party beneficiaries to this Agreement. By entering into this Agreement, You and Us are not joint employers, and in no event will any joint-employer relationship be implied or construed by entering into this Agreement.
2. Submission and Acceptance. An individual becomes a Worksite Employee once they submit a completed New Employee Paperwork to Us and We have accepted them onto our payroll. We have the sole discretion to accept or reject any person as a Worksite Employee. You will take reasonable steps to verify the accuracy of the information contained in New Employee Paperwork, including verification of Social Security numbers. While You may determine the co-employment start date for Worksite Employees, the start date shall not to precede Our acceptance of a Worksite Employees.
3. Notice of Termination. You will provide Us with immediate written notice if You terminate a Worksite Employee for any reason, permanent or temporary. Furthermore, You will give Us immediate written notice if a Worksite Employee is rehired, and We have sole discretion to accept or reject any rehired Worksite Employee.
4. Automatic Termination. Any Worksite Employee with no hours reported to Us for more than thirty (30) consecutive days, and without being designated as on leave, will be automatically terminated by Us and is not eligible for coverage under Our insurance policies or benefits. This automatic termination will not affect Your employment relationship with the Worksite Employee, and You may reinstate affected Worksite Employee at any time, subject to Our acceptance of rehire.
5. Licensure. Any Worksite Employee required to be licensed, registered, certified, or supervised is Your sole employee for purposes of such licensure, registration, certification, and supervision. You are solely responsible for verification of compliance with such requirements by Worksite Employees.
6. Employment Agreements. You are solely responsible for all obligations arising out of employment agreements—verbal or written—between You and Worksite Employees, and We shall not be a party to any such employment agreements, nor obligated thereunder, unless we are express written signatories thereto. Notwithstanding any other provision of this Agreement, You are solely obligated to pay all wages created by an employment agreement between You and a Worksite Employee that We have not agreed to pay in writing.
7. Out-of-State Business Activity. If You intend to hire or assign a Worksite Employee in a state not previously disclosed to Us, You will endeavor to provide Us with at least fifteen (15) days' advanced written notice of such hire or assignment so that We can secure the appropriate insurance coverages and payroll withholdings. Your failure to provide Us with sufficient advance notice may result in loss of insurance coverage or incorrect payroll withholdings.

3. OUR RIGHTS AND OBLIGATIONS.

1. We reserve a right of direction and control over Worksite Employees to the extent necessary to comply with PEO licensing laws or to otherwise perform PEO services. You retain and will fully exercise direction and control over Worksite Employees necessary to conduct Your business and control Your Worksite.
2. We assume responsibility for payment of wages to Worksite Employees without regard to payments by You to Us. However, Our responsibility to pay shall not exceed the minimum required by applicable law, including minimum-wage laws.
3. Based on the information that You provide to Us, We accept full responsibility for the preparation of payroll checks for Worksite Employees and for the collection and remittance of payroll taxes, including the reporting of such payroll taxes to the appropriate government agencies.
4. We retain authority to hire, terminate, discipline and reassign Worksite Employees as to our co-employment relationship. However, You shall have the right to accept or decline assignment of any Worksite Employee.
5. To the extent required by law, We retain a right of direction and control over management of safety, risk, and hazard control at the Worksite, including responsibility for performing safety inspections of Your equipment and premises; for the promulgation and administration of employment and safety policies; and for the management of workers' compensation claims, claims filings, and related procedures. Notwithstanding the retention of such rights, You acknowledges that We (i) are not obligated to exercise any of such rights, (ii) assume no liability merely as a result of a retention of such rights, and (iii) have no liability to You or any third parties in the event that We fail or refuse to exercise any of such right. You are permitted to perform any of the foregoing functions so long as such performance does not conflict with or impair Our retained rights.
6. We will provide written notice to Worksite Employees regarding our relationship with You and them sufficient to comply with requirements of law, including PEO licensing laws.
7. We will maintain records required to comply with Our obligations under this Agreement and with applicable law.
8. You authorize Us to deduct and withhold from the paychecks of Worksite Employees all amounts required to be deducted pursuant to an order of garnishment, child support, alimony or other income deduction order issued by a court or government agency of competent jurisdiction, regardless of whether You or Us are named as the employer. We shall not be responsible for complying with any such deduction order unless You provide Us with immediate notice of such order and all necessary documentation to effect compliance. If You fail to provide timely notice and documentation, You are solely responsible for compliance with any such order.

5. YOUR RIGHTS AND OBLIGATIONS.

1. Management. You are solely responsible for day-to-day supervision, training, and control of Worksite Employees. You are responsible for setting Worksite Employees' work schedules, classifications, wages, and all other terms and conditions of employment. You have day-to-day control over the job duties of Worksite Employees and over the Worksite. You shall provide all facilities, supplies, equipment, training and all other necessary items and equipment required by Worksite Employees to perform their job duties. You are solely responsible for the quality, fitness, and safety of the goods and services produced and sold by You. You are solely responsible and liable for acts, errors and omissions of You and Your Worksite Employee.
2. Payroll Reporting. You agree to report to Us the correct and actual time worked, and all compensation earned by, Worksite Employees at the end of each pay period. You shall verify all payroll data submissions for Worksite Employees, each Worksite Employee's exempt or non-exempt status, and accuracy of hours reported in accordance with applicable laws and regulations. You are solely responsible for determining a Worksite Employee's entitlement to all wages, including overtime. As such, You are responsible for the appropriate coding of hours worked.
3. Wages. All wages (including bonuses) paid to any Worksite Employee are to be reported to and paid through Us. You agree that You are solely responsible for damages of any nature arising out of Your failure to report to Us payments to a Worksite Employee of any remuneration for services rendered to You. You are liable to Us for all service fees for unreported wages to Worksite Employees.
4. Compliance. You shall comply with all laws and regulations applicable to You, including but not limited to, laws relating to labor, wage and hour, child labor, discrimination, harassment, retaliation, disability and reasonable accommodations, immigration and qualification to work in the United States, right-to-know and environmental laws, occupational safety, Worker Adjustment and Retraining Notification Act, legally protected leave, such as under the Family and Medical Leave Act ("FMLA"), and all other laws governing race, sex, religion, national origin, color, age, veteran status, disability, and marital status. You are solely responsible for verification of social-security numbers, including E-Verify requirements. You will comply with legally required accommodation, leave, benefits continuation, reinstatement or other employment actions. You are the sole employer for FMLA purposes, and You will determine Worksite Employees' entitlement, coverage, and benefits under FMLA and other such leave laws.
5. I-9s. You are responsible for obtaining a completed Employment Eligibility Verification Form I-9 ("I-9") for all Worksite Employees and for retaining I-9s in compliance with applicable laws and regulations. You agree that You will not allow any Worksite Employee to provide labor or services for You prior to Your receipt of a completed I-9 for the Worksite Employee. You agree to retain completed I-9s for a period of three (3) years from the date of employment or one (1) year from the date of termination of employment, whichever is later, or for any other period as prescribed by laws and regulations.
6. Unions. You will not permit any union employees to work at any Worksite without prior written notice to and approval from Us, so that We may engage with the union with regards to Our services. In no event shall We be obligated to become a party to any collective bargaining agreements. You are the sole employer for purposes of all union related matters. You remain solely responsible for fulfilling Your obligations to the union, including but not limited to, obligations requiring union dues to be withheld from Worksite Employees' wages and remitted to the union. We shall not be considered a joint employer for any union purpose.
7. Notice of Complaints. You shall report to Us all employment-related complaints, allegations or incidents of any tortious misconduct, workplace safety violations, and employment misconduct, including, but not limited to, any allegations of sexual harassment or discrimination of any kind. You shall provide Us with complete and accurate details of all circumstances and follow Our reasonable guidance related thereto.
8. Change in Operations. You shall not materially change the nature of Your business or perform any business activities not contemplated by the workers' compensation classifications agreed to at inception of this Agreement without advance written notice to Us. Failure to provide Us with sufficient advance written notice of material changes may result in automatic termination of workers' compensation insurance for Worksite Employees.
9. Employment Records. Notwithstanding any other provision herein, We do not serve as Your records custodian for employment or personnel records. You retain sole responsibility for maintaining all employment-related documentation arising out of Your employment of Worksite Employees, including but not limited to I-9s, disciplinary records, performance evaluations, and termination documentation.
10. Truthfulness of Information Provided. You affirm that all information you provide to Us—whether written or verbal—in connection with this Agreement is true, accurate, and complete to the best of your knowledge. If any of this information becomes false, inaccurate, or misleading during the term of this Agreement, you agree to notify Us immediately.

6. REPRESENTATIONS. You represent and affirm the following:

1. You have terminated any other PEO arrangements (including employee-lease arrangements) that You were a party to, and You will not enter into any other PEO arrangements while this Agreement is in effect.
2. As of the Effective Date, You do not owe a current or prior insurer any premium for workers' compensation insurance or Your prior PEO services provider any amounts due under any service agreement, except for premiums or amounts that are subject to a bona fide dispute, and, in such event, You shall provide Us with a written explanation of the details.
3. You have or will pay in full all wages, compensation and benefits, including workers' compensation benefits, to which any individual is entitled, because of services provided to You prior to the Effective Date.
4. You are not now, nor have You been in the past three (3) years, the subject of or involved in any administrative proceedings, investigations, lawsuit, audits, or any adversary proceedings (including those which are threatened as well as those not yet asserted) pertaining to any employment matters, except as have been expressly disclosed to Us in writing.
5. You will not sell or transfer more than fifty (50%) percent of Your ownership interest or assets without Our prior written approval, which We will not unreasonably withhold.

7. WORKERS' COMPENSATION.

1. Coverage. Workers’ compensation coverage for Worksite Employees secured by Us will be maintained in accordance with, and in the amounts required by, applicable law. Workers' compensation coverage is only available to Worksite Employees and in no event will either coverage or benefits under any of Our workers' compensation policies be provided to any employees, laborers, independent contractors, or other persons providing labor or services to You other than Worksite Employees. You are exclusively responsible for verifying, and agree to verify, that any subcontractors or independent contractors utilized by You have appropriate workers' compensation coverage in effect. You warrant that the list of workers' compensation classifications that You supply to Us is accurate and complete and that Worksite Employees only perform the job functions and at Worksites agreed by You and Us. You acknowledge that We rely on the accuracy of information provided by You, even where We reserves the right to change and adjust classifications. You agree that We must consent in writing prior to any change in classification, addition of class codes, or addition of worksite locations not initially covered for all Worksite Employees. Further, as coverage provided by Us is pay-as-you-go, workers' compensation coverage is not available to a Worksite Employee during any period in which You do not report payroll hours for such Worksite Employee. Your failure to report payroll hours for any Worksite Employee during any pay period shall result in the immediate and automatic suspension and, if and where applicable, termination of workers' compensation coverage for such Worksite Employee until such time as We have been notified that such Worksite Employee's work schedule has resumed and We agree to reactivate such Worksite Employee. If You does not report payroll hours for any Worksite Employee during any pay period, such Worksite Employee shall automatically and conclusively be deemed to have not worked during that period, and, accordingly, workers' compensation coverage for such Worksite Employee shall not be available. Further, such coverage shall not resume or recommence until such time as We receive actual notice that the Worksite Employee has, in fact, been rehired and resumed working. If a rehired Worksite Employee resumes working for You and is injured before We have actual notice of rehire or resumption of duties, then You assumes all risk and responsibility for any workers' compensation coverage that is required by law and for all benefits that may become due as a result thereof, as it is the intent of the parties that We and Our workers' compensation carrier be absolved of all such liability.
2. Codes. You shall not permit Worksite Employees to perform any tasks not contemplated by the workers' compensation code assigned to them, and You further agree that you will not conduct any business operations not contemplated by their assigned codes without notifying Us of such change in writing and without obtaining Our prior written approval to conduct such activities. Further, You shall not permit Worksite Employees to work in, and You shall not conduct any business operations in, any states other than those states approved by Us. We reserve the right to determine and change the workers' compensation classification codes of Worksite Employees subject to the guidelines set forth by the National Council on Compensation Insurance, the requirements of Our workers' compensation carrier and applicable law. You shall be liable for additional service fees due to Us and any audit premium related to the misclassification of Worksite Employees.
3. Injuries. If a Worksite Employee sustains a work-related injury or illness, You shall immediately notify Us by telephone and in writing of such injury or illness, but in no circumstances later than twenty-four (24) hours after You knew or should have known about the incident. Where We secure workers' compensation coverage, You shall cooperate and assist Us and Our workers' compensation carrier in conducting any investigation related to the injury or illness reported.
4. Claims Management. Where We secure the workers' compensation coverage, We are responsible for the management of workers' compensation claims, claims filings, and related procedures for Worksite Employees. You retain and assume full responsibility for providing coverage and managing workers' compensation claims pertaining in any way to any individual for whom payroll information is not supplied during any payroll period (except as may be required by law), or who is paid in whole or in part by You in any way other than through normal payroll cycles. You also assumes full responsibility for workers' compensation benefits due or incurred by Us or Our workers' compensation carrier, including attorney fees and allocated loss adjustment expenses, as a result of workers' compensation claims of any Worksite Employees arising out of injuries incurred while such Worksite Employees were performing job functions that are beyond the scope of the workers' compensation classifications assigned to them. In all circumstances, You shall retain and assume full responsibility for workers' compensation claims of any persons other than Worksite Employees working or located at any Worksites.
5. Denial of Claims. To the extent permitted by law, Worksite Employees may be denied workers' compensation benefits for a variety of reasons. In the event a Worksite Employee is denied workers' compensation benefits by Our workers' compensation carrier, such denial, regardless of reason, shall not entitle You to a refund of any portion of the service fees previously paid pertaining to any such Worksite Employee.
6. Light Duty. You shall comply with any commercially reasonable light duty requirements imposed by Us or Our workers' compensation carrier, including any requirement that injured Worksite Employees be reinstated in a light duty capacity. Where We secure workers' compensation coverage and You fail to accommodate any Worksite Employee released for a light-duty assignment where such accommodation is reasonably available, then You shall pay Us all workers' compensation wages disbursed to such Worksite Employees, which should have been paid in the form of earned wages for performing light-duty services.
7. Inspection. On an annual or more frequent basis, as needed, We shall have the right to conduct an onsite physical examination of the Worksite. The purpose of this examination is to aid in the determination of proper workers' compensation classifications of Worksite Employees, and to verify job duties, compliance procedures, and compensation. Such examination shall allow for Us to conduct audits of You to the extent allowed by law. You also agree to permit Us and Our workers' compensation carrier to examine Your books and financial or other records to determine compliance with this Agreement. You shall remain obligated to Us for any delinquency and unpaid premium amount found in the audit. This provision shall survive the termination of this Agreement.
8. Exemptions. You may not exempt any of Your officers, owners, or members from workers' compensation coverage without Our prior written approval, and absent such express written approval, You acknowledge that You shall remain responsible for all premiums, and service fees related thereto, for Worksite Employees who are officers, owners, or members, notwithstanding that such officers, owners, or members may have obtained a certificate of exemption from any state's department of insurance or any other governmental agency having jurisdiction thereof.
9. Workers' Compensation Secured by You. You may provide workers' compensation to Worksite Employees pursuant to Your Policy if We approve in writing. Your Policy shall always be in effect during the term of this Agreement. You expressly agree that We have no obligation to maintain workers compensation coverage for Worksite Employees or to perform any associated administrative duties, and We shall have no liability for any accident, injury, or illness incurred or sustained by any Worksite Employee or any other individual. You agree to comply with all safety requirements of Your carrier and expressly agree that all applicable laws and regulations related to risk and safety are Your sole responsibility.
   
   Your Policy shall name Us as covered pursuant to an alternate employer endorsement or as a labor contractor in a form satisfactory to Us. You shall maintain current certificates with Us confirming coverage as set forth herein and certifying that We shall receive at least thirty (30) days prior written notice of any cancellation, non-renewal, or material change in Your Policy. Additionally, You shall immediately notify Us in writing of any threatened nonrenewal, modification, or termination of coverage.
   
   In addition to the indemnifications provided elsewhere in this Agreement, You hereby unconditionally agrees to indemnify, defend, hold harmless, and protect Us and Our Indemnified Parties from and against any and all claims, demands, damages injuries, death, actions, costs and expenses (including attorneys' fees at all levels of proceedings) without limitation which is any way related to Your failure to meet Your obligation to provide workers' compensation coverage under this Agreement; or related to injury or disease of any kind of a Worksite Employee, independent contractor or other employee or agent of You; or related to any workers' compensation claim—or claims that We are not entitled to exclusive remedy or that We should have obtained a workers compensation policy—asserted against Us or Our Indemnified Parties; or related to any claim asserted by a Worksite Employee against Us or Our Indemnified Parties relating to such injury or disease. You waive any claims for subrogation, contribution, or indemnity against Us relating in any way to an injury or disease of a Worksite Employee, independent contractor, or other employee of You. If an audit of Your Policy results in a determination that You or Us are responsible for audit premium, including any payroll attributable to any uninsured subcontractors or independent contractors, then You shall be exclusively liable for such premium. Notwithstanding, this paragraph shall not be construed as permitting You to utilize the services of any uninsured subcontractors or independent contractors, nor shall this paragraph be construed as an undertaking by Us to provide coverage to any such uninsured subcontractors or independent contractors, whether through Your Policy or otherwise. You acknowledge that a breach of any of the provisions of this subsection shall be deemed a material breach that entitles Us to immediately terminate this Agreement.

8. SAFE WORK ENVIRONMENT.

You, at Your own expense, shall provide all Worksite Employees with a safe working environment and proper training in compliance with applicable laws, including OSHA. You represent that Your working environment, equipment, machinery, supplies, and training for existing employees currently meet all state and federal standards and that such safe work environment shall be maintained at all times. You, at Your expense, shall provide and ensure the use of all personal protective equipment and comply with all health and safety laws, recommendations, directives and rules, safety programs, and safety policies as may be required or imposed by any governmental agencies with jurisdiction thereof, by Us, or by any workers' compensation carrier covering Worksite Employees. Compliance with all applicable laws related to such matters shall be Your sole and absolute responsibility. Complaints, allegations, or incidents of any tortious misconduct or safety violations, regardless of the source, must be reported by You to Us immediately upon becoming known to You.

As a part of Our internal risk management, We and Our workers' compensation carrier shall have the right, but not obligation, to access to Your worksite to review and inspect worksite safety and compliance. Such inspection shall be Our right and not an obligation or separate service provided for the benefit of You. We assume no liability or responsibility with respect to workplace safety or compliance. You shall comply with reasonable safety directives from Us and Our workers' compensation carrier. We shall have the right, in Our sole and absolute discretion, to immediately terminate this Agreement if You fail to comply with any reasonable safety directive from Us or Our workers' compensation carrier regarding health, safety, and compliance at Your Worksite. Upon such termination, We shall be immediately released from such obligations, as permitted by law.

9. BENEFITS.

1. Plans Sponsored by Us. This Agreement alone does not confer on You or on any Worksite Employees the right to participate in any health, welfare, retirement, or other employee benefit plans maintained or sponsored by Us, and unless required by applicable law, We may, in Our sole discretion, decline to offer to You and Your Worksite Employees the opportunity to participate in any benefits plans sponsored or maintained by Us. If We offer any health, welfare, retirement or other employee benefit plans, all such benefit plans shall be subject to terms and conditions of eligibility, and any modifications thereto, as may be imposed by Us and the providers for such plans. We reserve the right to change or discontinue at any time any benefit plans that We offer. You agree that rates and specific benefits of coverages for benefit plans offered through Us are not guaranteed and are subject to change. In addition, all contributions, premiums, and other charges related to any benefit plans shall be You and Your Worksite Employees' sole responsibility regardless of whether We are responsible for remitting contributions, premiums, or charges on Your behalf. Where We collect contributions, premiums, or charges for benefits through payroll deductions from the paychecks of Worksite Employees, You agree to reimburse Us and authorize Us to bill You for any accrued contributions, premiums, or charges that We are unable to deduct or collect as a result of a Worksite Employee either not earning enough compensation to cover the cost of any such benefits, or as a result of the Worksite Employee not working during any given pay period.
   
   With regard to retirement plans sponsored or maintained by Us, You are solely responsible for any matching, non-elective, or qualified non-elective contributions to be made to Worksite Employees participating in such plan; making contributions to non-key employees to satisfy any applicable top-heavy tests as required by law or regulation; complying with all obligations and responsibilities imposed on You as a result of Your adoption or participation in such retirement plan. The specific rights of any Worksite Employee under the retirement plan provided by Us, whether respecting their eligibility, participation, payment of benefits, or otherwise, shall be governed solely by the express terms and provisions of the plan, and applicable law, as in effect or as amended from time to time. To ensure compliance with the IRS, ERISA and other federal regulations, You represent and warrant that all information supplied to Us in any benefit plan questionnaire or otherwise (including census data, testing data, and documentation and otherwise in connection with the benefit plans) is accurate and complete, including all information relating to top-heavy discrimination testing, family relationships, key employees, and otherwise. You agree that if the retirement plan is disqualified because of Your failure to report compensation of Worksite Employees covered by the plan or any incorrect information submitted, You are solely liable for resulting damages of any nature. You remain responsible for all contributions to be made to the retirement plan on behalf of Worksite Employees. If the retirement plan, as adopted by You, becomes top heavy, You shall take all necessary steps to satisfy the nondiscrimination or top-heavy requirements. If You do not adopt Our retirement plan, but maintain Your own plan, You agree to assume full responsibility for operating and maintaining such plan in accordance with all applicable laws and regulations. In such case, We assume no duties or fiduciary responsibilities.
2. Plans Sponsored by You. Any benefit plans maintained or sponsored by You shall be Your sole responsibility and such plans may not conflict with any benefit plans offered or provided by Us. We assume no liability for plans sponsored or maintained by You, regardless of whether such plans provide benefits to Worksite Employees. You specifically retain and assume all obligations and responsibilities for such plans, including but not limited to all fiduciary responsibilities. Further, You shall be solely responsible for compliance with all testing and tax-reporting obligations, including the filing of Forms 5500 and compliance with all laws and regulations, including COBRA and HIPAA. You are responsible for all policies and benefits to Worksite Employees pertaining to sick leave, holiday pay, and vacation time.
3. Disclosures by You. In connection with any benefit plans sponsored or maintained by Us, You agree to accurately and promptly provide Us with all information and documentation reasonably required to determine Your and any Worksite Employees' eligibility for such plans and to properly administer such plans, including, but not limited to, information and documentation pertaining to (i) any retirement or other benefit plans currently or previously maintained by You or any related entities; (ii) Your owners, officers and shareholders, and (iii) the family relationships of Your owners, officers, and shareholders with Worksite Employees. If You fail to accurately complete a benefit-plan questionnaire, disclose any material information, or otherwise comply with the provisions of this Agreement, such failure may result in the disqualification of the benefit plan, and, accordingly, You will be solely liable for any damages of any nature arising out of such failure.
4. Disclosures by Us. We will perform administrative services for plans sponsored or maintained by Us. Commissions and fees will be used to defray reasonable plan expenses and for the benefit of the plan participants. Such services include, but are not limited to, structuring and negotiating the underlying plans, preparation, maintenance, and distribution of plan documents, summary plan descriptions, summary of material modifications, summary annual reports, eligibility and enrollment, annual enrollment preparation and execution, qualifying event changes, benefit audits, and preparation and filing of Forms 5500. You acknowledge and agree that We only sponsor and maintain those insurance plans for which there is a contract in place between Us and an insurer and that terms of such contract or policy shall govern the specific rights of all Worksite Employees including eligibility, participation, benefits, or otherwise.
5. COBRA Coverage. If Our group health insurance coverage has been offered and accepted by You, upon termination of this Agreement, for any reason, You shall immediately provide alternative health coverage for all Worksite Employees and former Worksite Employees and their respective dependents. Further, upon termination of this Agreement, You shall immediately assume all responsibility and obligation for the continuation of coverage for all COBRA participants, including but not limited to all former Worksite Employees and their dependents eligible or receiving COBRA benefits at the time of termination of this Agreement for the remainder of their COBRA eligibility period. If You breach this provision and We are required to assume responsibility for the continuation of coverage under COBRA for any former Worksite Employees or COBRA participants, You shall pay Us an administrative fee as follows: (i) a one-time flat fee in the amount of one thousand dollars ($1,000.00) per Worksite Employee on COBRA; and (ii) three hundred dollars ($300.00) per former Worksite Employee on COBRA, per participant per month, which shall be paid by You and not the COBRA recipient, for each month that such individual receives COBRA benefits through Us after termination of this Agreement. This fee shall also be applicable for each family member who is receiving COBRA benefits through Us where the former Worksite Employee is not receiving COBRA benefits. You acknowledge and agree that this amount is reasonable to cover Our otherwise non-reimbursed administrative expense and continuing risk relating to providing continued health-care coverage to such individuals and that this amount is not a penalty, nor does it reduce or change the premium payments required of any COBRA participant. You agree that We may collect the amounts and fees described herein in the same manner (including ACH transaction) as You paid Us prior to termination of this Agreement. Nothing in this provision shall be construed or interpreted as precluding or limiting Our right to pursue damages in a court of law or equity relating to Your failure to obtain and provide insurance.
6. ACA Reporting Services. Unless You opt out of ACA Reporting Services as indicated on Our benefits contribution agreement, if You are or become an applicable large employer during the term of this Agreement, as defined by Affordable Care Act regulations, We agree to assist You with Your reporting obligations ("ACA Reporting Services"). ACA Reporting Services will be provided in accordance with Our reasonable and good faith interpretation of all applicable laws and regulations. ACA Reporting Services do not legally or contractually transfer Your reporting and filing obligations to Us. We shall incur only that liability, if any, for late filing that is solely and exclusively the result of Our acts or omissions. ACA Reporting Services are conditioned and subject to the following:
1. Your timely submission of accurate and complete information to Us is a condition precedent to Our obligations hereunder. You must timely provide all information necessary to complete the reporting requirements including but not limited to Your legal name, FEIN, corporate structure, and Controlled Group status, as defined in IRS Code Section 414(b) and (c), along with the name and FEIN of each Controlled Group member, if applicable. Further, You must provide all historical information necessary to facility accurate reporting. Prior to filing, You must review and validate the accuracy and completeness of Your information. We do not assume any liability for the accuracy or completeness of the information, and You accept sole and exclusive liability for the accuracy and completeness of Your information.
2. You understand that should You fail to timely provide accurate and complete information to Us, and to promptly review, correct, and verify such information, You are responsible for any reporting and filing required under IRS Code Section 6056. You remain responsible for (i) compliance with all laws and regulations affecting Your business, (ii) any use You may make of the ACA Reporting Services to assist in complying with laws and regulations, and (iii) any penalties assessed under IRS Code Sections 4980(H) and 6056.
3. ACA Reporting Services will run concurrently with this Agreement. As such, the obligation to provide such services will terminate on the same date and at the same time as this Agreement terminates. Specifically, should this Agreement terminate prior to December 31, We will not perform any ACA Reporting Services. However, You may request a data export for calendar year data through the termination date. Should You terminate this Agreement on or after December 31, but prior to April 1 of the following year, We may provide ACA Reporting Services at Your request for an additional fee.

10. INSURANCE.

You shall maintain the following insurances naming Us as an additional insured with minimum limits of $500,000.00 and shall restrict that coverage may not be canceled or materially affected without twenty (20) days' written notice to Us: (i) general liability insurance, (ii) automobile liability insurance for any Worksite Employees who drive a vehicle for You, and (iii) professional or malpractice insurance for any Worksite Employees who are professionals. You waive all claim against Us by way of subrogation, and all insurance policies maintained by You shall waive such subrogation.

11. EMPLOYMENT PRACTICES LIABILITY INSURANCE.

As of the Effective Date, We have secured EPLI pursuant to a policy of insurance, which provides coverage for certain employment-related claims. Nothing in this Agreement is intended to create rights to insurance in addition to the terms of such policy. To the extent that the provisions of this Agreement conflict with the terms of such policy, the provisions of the policy shall control. The material terms of the policy may change from time to time, including annual renewal. The policy has a self-insured retention that You must satisfy before the insurance carrier becomes obligated to make any payment or indemnity on a covered claim. The self-insurance retention includes attorneys' fees. You shall not be entitled to any EPLI coverage should You fail to follow the policies and procedures set forth by Us, including, but not limited to, opting out of EPLI coverage or failing to pay all amounts set forth in Your invoice at the time of the coverage incident.

12. SERVICE FEES.

1. Fees. We agree to provide the services listed on the Order Form, as may be amended from time to time. You agree to pay the amounts invoiced by Us for each payroll period. You acknowledge and accept that the fees set forth in Our invoices are presented as a composite or bundled amount and that no portion of such fees is allocated to any specific service or cost component. You further agree with this billing methodology regardless of the actual costs of individual components or any adjustments thereto.
2. Adjustments. Fees listed in Your Order Form and invoices may be adjusted by Us without notice, including retroactively, due to changes in applicable laws or regulations, component costs (including premiums, services, and assessments), insurance requirements or costs, Worksite Employee roles, and other direct costs attributable to You or associated with Our performance under this Agreement.
3. Time and Manner of Payment. Unless otherwise specified on the Order Form, You shall pay all invoices by cash, certified funds, or wire transfer prior to the issuance of payroll checks or by the due date listed on Your invoice, whichever is earlier. Any checks returned unpaid from Your bank, regardless of the reason, will be subject to a returned check fee of $40.00, or statutory service charges, whichever is greater. Any past due payments shall bear interest at the maximum rate allowed by law.
4. Additional Services. Additional services requested by You that are not included on the Order Form shall be negotiated and paid separately.
5. Review. You have a duty to review all invoices submitted by Us and to notify Us immediately if You believe that any billing or other communication is in error. All errors in rates, payroll amounts, taxes, workers' compensation classifications, or billing of any kind that are not reported to Us by You in writing by the date of Your next invoice shall be deemed waived. In no event shall You be entitled to a refund of service fees attributed to the wages paid to Worksite Employees who are later discovered to not be authorized to work in the United States.

13. TERMINATION.

1. Mutual. Either party may terminate this Agreement by giving at least sixty (60) days' prior written notice.
2. By Us. We may terminate this Agreement immediately if You materially breach this Agreement or if We determine that You have incurred a materially adverse change to Your ability to pay Us. We may terminate this Agreement immediately in the event of any law, regulation, judicial decision, or material change in insurance requirements materially affecting Our interest hereunder.
3. Automatic. This Agreement shall automatically terminate if a petition for bankruptcy or reorganization is filed by or against You or if You makes an assignment for the benefit of creditors. You shall immediately notify Us of either of the above.
4. Effect. Upon the effective date of termination of this Agreement for any reason, all Worksite Employees shall be deemed immediately terminated by Us. You shall immediately assume the obligation to provide workers' compensation insurance and all other legally required insurances that We provided pursuant to this Agreement. To the extent permitted by law, We shall immediately be released from all employer obligations and responsibilities to Worksite Employees. You shall immediately notify all Worksite Employees of the termination of this Agreement and inform them that they are no longer covered by Our insurance policies and benefits plans, including Our workers' compensation policy. Upon termination of this Agreement for any reason, benefits plans or EPLI sponsored by Us to Worksite Employees shall terminate pursuant to the terms of the applicable plan. If for any reason We make payment to or on behalf of Worksite Employees after the termination effective date, such payment shall not be deemed a continuation of this Agreement or change the effective date of termination, and We shall be entitled to full reimbursement for such payments from You. Termination of this Agreement shall not affect the continuation of any outstanding obligation or liability incurred by either party during the term of this Agreement.
5. Damages. If You terminate this Agreement without providing Us with notice as set forth here, or if We terminate this Agreement as a result of Your material breach, then You agree to pay an early termination fee, as liquidated damages, equaling three percent (3%) of Your highest gross payroll processed during any single pay period during the three (3) months immediately preceding the date of termination, multiplied by three (3). You agree that this early termination fee is not a penalty and is fair and reasonable considering the early termination. You shall remain liable to Us for all amounts due to Us for outstanding invoices, other charges, and actual damages incurred by Us because of any other material breach by You.
6. Post Termination. Upon termination of this Agreement, You will have access to Our systems for thirty (30) days during which time You may download information and documentation that You deem necessary, such as payroll and earnings reports, and records. We will continue to fulfill Our obligations to remit and report appropriate tax information, including but not limited to issuing Forms W-2 and processing unemployment claims required by law.
7. Survival of Obligations. The termination of this Agreement shall not affect obligations that, by their nature or by express terms, are intended to survive termination, including but not limited to (i) obligations incurred prior to termination, (ii) any obligations expressly stated in this Agreement or related service agreements as surviving termination, (iii) payment and reimbursement, (iv) indemnification, (v) limitations of liability, (vi) dispute resolution procedures, and (vii) obligations to cooperate.

14. STATE SPECIFIC PROVISIONS.

Notwithstanding any other provision in this Agreement, the provisions set for in this section shall supersede and apply in the states indicated only where applicable state law so requires, and only to the most limited extent required to comply with the applicable state law. These provisions may be amended unilaterally at any time by Us without the prior approval of or notice to You to comply with new or changed laws, and this Agreement shall be deemed to be automatically amended to incorporate by this reference any new or changed state laws.

ALABAMA.

We reserve a right of direction and control over Worksite Employees as set forth in this Agreement. You retain sufficient direction and control over Worksite Employees necessary to conduct You business, and, without which, You would be unable to conduct Your business, discharge any fiduciary responsibility, or comply with any applicable licensure, regulatory, or statutory requirement. We assume responsibility to pay wages to Worksite Employees to the extent the You have funded the obligations and to withhold, collect, report, and remit payroll-related and unemployment taxes. As used in this section, the term wages do not include any obligation between You and a Worksite Employee for payments beyond or in addition to the Worksite Employee’s salary, draw, or, regular rate of pay, such as bonuses, commissions, severance pay, deferred compensation, profit sharing, vacation, sick leave, or other paid time off pay.

ARKANSAS.

We shall reserve a right of direction and control over the Worksite Employees as set forth in this Agreement; however You may retain the right to exercise direction and control over covered employees as is necessary to conduct Your business; discharge any fiduciary responsibility that You may have; and comply with any applicable licensing requirements; We shall retain the authority to hire, terminate, and discipline the Worksite Employees as set forth in this Agreement. If We provide the workers’ compensation insurance, We shall maintain records regarding the premium and loss experience related to workers’ compensation insurance and shall provide them upon Your request following termination of this Agreement.

CALIFORNIA.

You are solely responsible for the administration and funding of vacation, paid time off, sick pay, and other of Your policies or programs (if any exist) related to paid time off from work. You are solely responsible for administering and funding of Your initiated incentive payment programs and contractual payment obligations (if any exist), such as severance pay, bonuses, commissions, stock grants, phantom stock, or stock options. You shall maintain a legally compliant Illness Injury and Prevention Program and maintain sole responsibility for complying with all California employee health and safety requirements, as well as the payment of applicable environmental fees. You shall timely post and distribute employee notices and acknowledgments as required by California law, including but not limited to notices required by the California Wage Theft Prevention Act, workers’ compensation insurance, unemployment and disability insurance, Wage Orders, and commission disclosure laws. You are the employer for purposes of complying with applicable local laws concerning living wages and benefits, and are solely responsible for complying with same. You shall notify Us if You are presently, or become, covered by California registration requirements applicable to car washes and garment manufacturing. You will comply with California harassment training laws to the extent they are applicable. You are solely responsible for providing all California mandated rest periods, meal breaks, facilities, and employee seating. You are responsible for compliance with the delivery of required Wage Theft Prevention Act notices and for compliance with obtaining signed commission agreements as required under California law.

COLORADO.

Pursuant to Colorado Statute 8-70-114, We, as the employing unit or the co-employer (i) assigns employees to the Worksite; (ii) retain the right to set the employee’s rate of pay; (iii) retain the right to pay Worksite Employees from Our accounts; (iv) retain the right to direct and control the Worksite Employees as set forth in this Agreement;(v) have the right to discharge, reassign, or hire Worksite Employees to perform services for You and Us; (vi) have the responsibility for payment of wages and reporting, withholding, and paying any applicable taxes and premiums with respect to Worksite Employees’ wages or payment of sponsored employee benefit plans that are set forth in this Agreement; (vii) shall pay wages and collect, report and pay all payroll-related taxes and premiums from Our own accounts for all Worksite Employees; (viii) have the responsibility for the payment of unemployment compensation insurance premiums and for providing, maintaining, and securing all records and documents required of worksite employers under the unemployment insurance laws. You agree to ensure that all Worksite Employees execute the employee acknowledgments set forth in the new hire paperwork and agree that the execution of such acknowledgments constitutes acceptance of the employee relationship. We retain the right to provide for the welfare and benefit of the employees through such programs as professional guidance including, but not limited to, employment training, and safety and compliance matters. You and Us share the responsibility for addressing employees’ complaints, claims or requests relating to employment, except as otherwise provided pursuant to an existing collective bargaining agreement, but only if You notify Our human resources department in writing. We intend to retain the right to maintain the employment relationship between Us and Worksite Employees on a long term and not temporary basis. We will maintain employee records produced by Us but do not retain records produced by You. Unless otherwise provided in this Agreement, You have the responsibility for those policies and procedures related to the actual conduct of the work that leads to Your conduct of Your business and the production of its goods and services.

CONNECTICUT.

You shall be solely responsible for the quality, adequacy, or safety of the goods or services produced or sold by Your business. You shall be solely responsible for directing, supervising, training, and controlling the Worksite Employees’ work with respect to Your business activities, and for the acts, errors, or omissions of Worksite Employees with regard to such activities. You shall not be liable for the acts, errors, or omissions of Us or of any Worksite Employee when the Worksite Employee is acting under the express direction and control of Us; however, You acknowledge that We do not exercise such direction and control (and only reserves a right of direction and control to the extent required by applicable law). We are not liable for the acts, errors, or omissions of You or Worksite Employees when they are acting under Your direction and control. A Worksite Employee is not, solely as the result of being a Worksite Employee, an employee of Us for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability that is not covered by workers’ compensation, or employer’s liability insurance carried by Us, unless the Worksite Employee is included by specific reference in the insurance contract or bond.

FLORIDA.

You understand and agree that You may not enter into any PEO agreement if You owe a current or prior PEO any money pursuant to any service agreement which existed between the current or prior PEO and You or if You owe a current or prior insurer any premium for workers’ compensation insurance. By signing this Agreement, You attest to the following under penalties of perjury: You represent that You have met any and all prior premium and fee obligations with regard to PEO payments and workers’ compensation premiums. We reserve a right of direction and control over leased employees assigned to the Worksite. However, You may retain such sufficient direction and control over the leased employees as is necessary to conduct Your business and without which You would be unable to conduct Your business, discharge Your fiduciary responsibility that Your may have, or comply with any of Your applicable licensure, regulatory or statutory requirement. We assume responsibility for the payment of wages to Worksite Employees without regard to payment to Us by You. In the event that You do not pay Us for all services rendered, We may pay Worksite Employees at the minimum wage rate or minimum salary provided for in the Fair Labor Standards Act or Florida law. We assume full responsibility for the payment of payroll taxes and collection of taxes from payroll on Worksite Employees on payroll reported to and paid by Us. We retain a right to hire, terminate, discipline, and reassign the Worksite Employees. However, You may have the right to accept or cancel the assignment of any Worksite Employee. We reserve a right of direction and control over management of safety, risk and hazard control at the worksite or sites affecting its leased employees, including (i) responsibility for performing safety inspections of Your equipment and premises; (ii) responsibility for the promulgation and administration of employment and safety policies; and (iii) responsibility for the management of workers’ compensation claims, claims filings, and related procedures, except that You acknowledge that We, in either providing or not providing such assistance and responsibility, assumes no liability. Pursuant to Florida administrative Code 61G7-12.001, You agree that We may conduct an annual onsite physical examination of the Worksite in order to aid in the determination of proper workers’ compensation classifications of leased employees and to aid in the determination of payroll amounts paid to such leased employees and for other purposes set forth in Section 440.381 of the Florida Statutes. Notwithstanding anything to the contrary within this section or in this Agreement, You and Us agree that for purposes of holding Us harmless from potential tortious actions of Worksite Employees, in compliance with Florida Statute Section 768.098, or successor thereto, We, for the foregoing purpose, specifically assigns control over the job site and Our right to control the day-to-day activities of all Worksite Employees to You and You accept and absolve Us from job site and day-to-day control over Worksite Employees. You expressly agree that Your intent is to absolve Us from liability for tortious activity of its Worksite Employees and other employees to the fullest extent permitted under Section 768.098, or any successor thereto. You shall immediately report to Us all complaints, allegations, or incidents of a tortious misconduct or workplace safety violations, regardless of the source. We reserve a right of direction and control over management of safety, risk, and hazard control at the work site or location affecting the Worksite Employees, including the right to perform safety inspections of Your equipment at premises, promulgation, and administration of employment and safety policies, and responsibility for the management of workers’ compensation claims, claims filing and related procedures. We warrant that We have provided notice of the relationship between You and Us to each Worksite Employee assigned to perform services for You at the Worksite.

IDAHO.

We reserve a right of direction and control over Worksite Employees. However, You recognize that We do not exercise such express direction and control. At all times, You shall retain sufficient direction and control over Worksite Employees as is necessary to conduct Your business and without which You would be unable to conduct Your business, discharge any of Your fiduciary responsibility, or comply with any applicable licensure, regulatory or statutory requirement of You. To the minimum extent required by applicable laws or this Agreement, We assume responsibility for the withholding and remittance of payroll-related taxes and employee benefits from Our own accounts. We retain authority to hire, terminate, discipline, and reassign assigned workers. However, You, if You accept the responsibility for Your action, may have the right to accept or cancel the arrangement of any assigned Worksite Employee. You agree by signing this Agreement that You has given written notice of the general nature of the relationship between You and Us to the Worksite Employees assigned to You by posting such notice in a visible and conspicuous manner at the Worksite.

LOUISIANA.

The intent is that this Agreement is intended to be ongoing rather than temporary. You shall retain control over Your business enterprise and exercises direction and control over Worksite Employees as to the manner and method of work done in furtherance of Your business, but that authority and responsibility as to other employment matters, including but not limited to hiring, firing, discipline, and compensation are allocated to and shall be between You and Us as set forth in this Agreement. This Agreement is executed between You and Us, subject to the provisions in Louisiana Revised Statue Title 22, Section 1741 and Louisiana Revised Statue Title 23, Section 1761.

MAINE.

You acknowledge that We have disclosed to You Our services to be rendered, including costs, and the respective rights and obligations of You and Us prior to entering into or receiving this Agreement. All complaints regarding Our services or Us may be directed to the Maine Bureau of Consumer Credit Protection.

MICHIGAN.

We have the right to hire, promote, reassign, discipline and terminate Worksite Employees.

MONTANA.

We reserve a right of direction and control over Worksite Employees; however, You shall retain sufficient direction and control over Worksite Employees necessary to conduct business and without which You would be unable to conduct business, discharge fiduciary responsibilities, or comply with state licensing laws. We assume responsibility for the payment of wages of Worksite Employees, workers’ compensation premiums, payroll-related taxes, and employee benefits from Our own accounts without regard to payments by You, and retains authority to hire, terminate, discipline, and reassign Worksite Employees. You have the right to accept or cancel the assignment of a Worksite Employee. You share joint and several liability for any wages, workers’ compensation premiums, and payroll-related taxes, and for any benefits left unpaid by Us or Our group and that, in the event that Our license is suspended or revoked, this liability is retroactive to Your entering into this Agreement. You are responsible for compliance with the Montana Safety Culture Act, Title 39, chapter 71, and part 15.

NEBRASKA.

The allocation of rights and duties with respect to Worksite Employees is set forth in this Agreement. You agree to post in accordance with the Nebraska Employer Organization Registration Act, a notice of the general nature of the co-employment relationship between and among You, Us, and the Worksite Employees. To the extent that We are providing workers’ compensation insurance, You are hereby advised of the provisions of subsections (9) and (10) set forth in Section 48-115 of Nebraska statutes.

NEW YORK.

We expressly agree to co-employ all or a majority of the Worksite Employees located in the State of New York providing services for You. We reserve a right of direction and control over Worksite Employees and the right to hire, terminate and discipline Worksite Employees to the minimal extent required by law. However, You shall maintain such direction and control over Worksite Employees as is necessary to conduct Your business and without which You would be unable to conduct Your business, discharge any of Your fiduciary responsibility, or comply with any applicable licensure. You shall retain all other rights set forth in this Agreement with respect to Worksite Employees. We assume responsibility for the withholding and remittance of payroll-related taxes and employee benefits for Worksite Employees and for which We have contractually assumed responsibility from Our own accounts, as long as this Agreement remains in force. This Agreement is intended to be ongoing rather than temporary. We shall be considered an employer of Worksite Employees for the purposes of withholding state income tax and will pay unemployment insurance on behalf of Worksite Employees in accordance with applicable laws. You agree to provide Worksite Employees with the New York Notice and Acknowledgment of Wage Rate and Designated Pay and retain an original countersigned copy in accordance with New York labor laws.

NEW JERSEY.

We reserve a right of direction and control over each Worksite Employee; however You retain sufficient direction and control over Worksite Employees as is necessary to conduct Your business and without which You would be unable to conduct Your business, discharge any fiduciary responsibility that You may have, or comply with Your applicable licensure, regulatory, or statutory requirements. We assume responsibility for the payment of wages to Worksite Employees without regard to receipt of payments to Us by You. We assume responsibility for the collection and payment of payroll taxes from Worksite Employees. We retain the authority to hire, terminate, discipline, and reassign each Worksite Employee; however, no Worksite Employee shall be reassigned to another client without that employee's consent, and You may have the right to accept or cancel the assignment of any Worksite Employee. We shall, except for newly established business entities, hire Our initial employee complement from among Your employees at the time of execution of this Agreement at Your comparable terms and conditions of employment as are in existence at the time of execution of this Agreement and as designated by You. To the extent that You are a party to a collective bargaining agreement, We shall require that You shall continue to honor and abide by existing collective bargaining agreements applicable to Worksite Employees, and upon expiration thereof, any of Your obligations to bargain in good faith in connection with such collective bargaining agreements shall not be affected in any manner by this Agreement. You and Us shall each retain a right of direction and control over management of safety, risk and hazard control at the Worksite, including responsibility for performing safety inspections of Your company equipment and premises, responsibility for the promulgation and administration for employment and safety policies and responsibility for the management of workers’ compensation claims, the filings thereof, and procedures related thereto. Upon signing this Agreement, if We acquire Your total workforce, We shall report wages and pay contributions based on the benefit experience assigned to Us. If We acquire less than all of Your total workforce, We shall report wages and pay contributions for that portion of the workforce acquired based on Our experience rating. You shall continue to report under Your contribution rate for non-acquired workforce.

Upon dissolution of this Agreement, if We leased all of Your total workforce for at least two full calendar years, We shall provide the New Jersey Department of Labor with data necessary to calculate Your benefit experience for the duration of this Agreement. This experience shall then be added to Your prior benefit experience. Both You and Us shall continue to use Our rate from the date of dissolution until the following July 1. If You leased less than its total workforce and if such leasing period was less than two full calendar years, the benefit experience associated with that portion of Your workforce which had been leased from Us shall not be transferred to You and shall not be used in Your calculation of future contribution rates. If under this dissolved Agreement, You had leased less than the total workforce from Us for less than two full calendar years, We shall provide the New Jersey Department of Labor with the data necessary to calculate the benefit experience associated with that portion of Your workforce which had been leased from Us. The department shall combine Your benefit experience the existing benefit experience. Both You and Us shall continue to use our own rates for the period from the date of dissolution until the following July 1. If immediately upon termination of this Agreement, You enter into a subsequent PEO relationship, the payroll relative to You shall be reported and paid at the rate assigned to the second PEO.

NORTH CAROLINA.

We reserve a right of direction and control over Worksite Employees. You retain such sufficient direction and control over the Worksite Employees as is necessary to conduct its business, and without which You would be unable to conduct its business, discharge any fiduciary responsibilities, or comply with applicable licensure, regulatory or statutory requirements. Employment responsibilities not specifically allocated to Us in this Agreement shall remain with You. You assume responsibility for payment of payroll taxes and wages and collection of taxes as set forth in this Agreement. We reserve a right to hire, fire, and discipline the Worksite Employees and a right of direction and control over the adoption of employment policies and management of workers’ compensation claims, claim filings, and related procedures in accordance with applicable federal laws and the laws of North Carolina. In the event We provide workers’ compensation insurance, We shall provide at the termination of this Agreement and upon request by You records regarding the loss experience related to workers’ compensation insurance provided to the Worksite Employees. Pursuant to Section 58-89A-112 of North Carolina statutes, We are not liable for any acts, errors, or omissions of You or Your Worksite Employees or for the quality, adequacy or safety of the good or service produced or sold by You. All of Your employees are considered Your employees for the purpose of general liability insurance, auto insurance, fidelity and surety bonds, and liquor liability insurance carried by You.

NORTH DAKOTA.

We have the right to hire, discipline, and terminate a Worksite Employee as set forth in this Agreement.

OHIO.

You and Us acknowledge that the term of this Agreement has a term of at least one year and is intended to be of a permanent rather than temporary arrangement.

OKLAHOMA.

We shall make payments for employee benefits for covered Worksite Employees to the extent We has assumed responsibility in this Agreement. Upon termination of this Agreement, at Your request, We shall provide records relating to loss experience for workers’ compensation provided to Worksite Employees.

SOUTH CAROLINA.

We reserve the right of direction and control over Worksite Employees as is set forth in this Agreement. We assume responsibility for the payment of wages to Worksite Employees without regard to payment by You and assume responsibility for the payment and collection of taxes from payroll of Worksite Employees. We retain the right to hire, fire, discipline, and reassign the Worksite Employees and retain the right of direction and control over the adoption of employment-safety policies and the management of workers’ compensation claims, claim filings and related procedures as set forth in this Agreement. When We provide the Workers’ Compensation Insurance, We agree that notice to or acknowledgment of the occurrence of an injury on the part of You is notice to or knowledge on the part of Us and Our workers’ compensation insurance carrier. We agree that the jurisdiction of You is the jurisdiction of Us and Our workers’ compensation insurance carrier for the purposes of Title 42 of South Carolina Statutes. We and Our workers’ compensation insurance carrier are bound by and subject to the awards, judgments, or decrees rendered against Us under the provisions of Title 42. We and You agree that insolvency, bankruptcy, or discharge in bankruptcy of Us or You does not relieve Us or You of our respective workers’ compensation insurers from payment of compensation for disability or death sustained by a Worksite Employee during the life of a workers’ compensation policy. You agree to post in each of Your places of business in a conspicuous place that is in clear and unobstructed view of the Worksite Employees a notice stating, substantially, the following: “We are operating under and subject to the Workers’ Compensation Act of South Carolina. In case of accidental injury or death to an employee, the injured employee, or someone acting on his or her behalf, shall notify immediately [CLIENT FILL IN NAME AND NUMBER OF SUPERVISOR AT CLIENT RESPONSIBLE FOR REPORTING WORKERS’ COMPENSATION INCIDENTS TO [CARRIER/COADVANTAGE].

Delay of immediate notice may be the cause of serious delay in payment of compensation to You or Your beneficiaries and may result in failure to receive any compensation benefits. Any questions or complaints regarding Us can be directed to SC Department of Consumer Affairs, 293 Greystone Boulevard, Suite 400, Columbia, SC 29250-5757, PO Box 5757, Columbia, SC 29250-5757, www.consumer.sc.gov, (803) 734-4200.

TENNESSEE.

We reserve a right of direction and control over Worksite Employees; however, You may retain sufficient direction and control over Worksite Employees that is necessary to conduct Your business and without which You would be unable to conduct Your business, discharge any fiduciary responsibility that You may have, or comply with any of Your applicable licensure, regulatory or statutory requirement. We assume responsibility for the payments of wages to Worksite Employees and payment of payroll-related taxes from Our own accounts without regard to payment by You.

TEXAS.

You are solely responsible for (i) the direction and control of the Worksite Employees assigned to You as necessary to conduct Your business, discharge any applicable fiduciary duty, or comply with any licensure, regulatory, or statutory requirement; (ii) the goods and services produced by You; and (iii) the acts, errors, and omissions of Worksite Employees committed within the scope of Your business. We and You shall (i) share the right of direction and control over the Worksite Employees assigned to the Worksite as set forth in this Agreement; (ii) share the right to hire, fire, discipline, and reassign Worksite Employees; and (iii) share the right of direction and control over the adoption of employment and safety policies and the management of workers’ compensation claims, claim filings and related procedures as set forth in this Agreement. We assume the obligation to pay wages to the Worksite Employees without regard to payment by You and assume responsibility for the payment of payroll taxes and collection of taxes from payroll on Worksite Employees assigned to You. Pursuant to Section 91.032(c) of the Texas Labor Code, You and not Us are solely obligated to pay any wages for which the obligation to pay is created by an agreement, contract, plan or policy between You and a Worksite Employee. We are not responsible for any payment arrangements made outside of the Our relationship with You. You are solely responsible for paying any wages which have been agreed upon by You and a Worksite Employee outside of Our relationship with You. Complaints can be addressed to the Texas Department of Licensing and Regulation at P.O. Box 12157, Austin, Texas 78711 or by calling (512) 463-6599. You understand that the Texas Labor Code provides that if this Agreement is terminated for any reason, more than two (2) years after its effective date, and You either obtain a new workers’ compensation insurance policy or add former Worksite Employees to an existing policy, the premium for Your workers’ compensation policy may be based on the lower of (i) Your experience modifier prior to entering to this Agreement or (ii) Our experience modifier at the time this Agreement is terminated. You understand that the Texas Staff Leasing Services Act provides that if this Agreement is terminated for any reason, You may be treated as new employer, without a previous experience rating, for Texas unemployment compensation tax purposes, unless You are otherwise eligible for an experience rating. If You have been in business less than one year, You warrant and represent that all of the following are true: (i) none of the persons who will become Worksite Employees were previously employees of a company that provided taxable services to You; and (ii) a shared employment relationship exists between You and Us as to the Worksite Employees. We represent that (i) none of the Worksite Employees were previously employees of Us, except for a shared-employment relationship with a different client of Us; and (ii) a shared-employment relationship exists between You and Us as to Worksite Employees.

VIRGINIA.

You must comply with the insurance requirement of Section 65.2-601 of the Code of Virginia with respect to non-Worksite Employees.

15. CALIFORNIA CONSUMER PRIVACY ACT.

1. This section only applies to Clients with Worksite Employees in California and only to the extent required by California law. This provision related to the California Consumer Privacy Act of 2018, as amended, and the California Privacy Rights Act of 2020 (collectively, "CCPA") is entered into to provide for protection of Personal Information and Sensitive Personal Information (as defined below) passed from You to Us in accordance with the applicable requirements of the “CCPA”.
2. The terms “Advertising and Marketing,” “Business,” “Business Purpose,” “Collects,” “Commercial Purpose,” “Consumer,” “Cross-Context Behavioral Advertising,” “Non-personalized Advertising,” “Person(s),” “Personal Information,” “Processing,” “Security and Integrity,” “Sensitive Personal Information,” “Sell,” “Service Provider,” “Share,” “Third Party” shall have the meanings ascribed in the CCPA.
3. You acknowledge that We may at times operate as both a Business and a Service Provider, and You act solely a Business.
4. Nothing herein is intended to, or will, impose on Us any obligations beyond what is required by the CCPA, as applicable, to qualify as a Service Provider.
5. Our Obligations to the Extent We Are Operating as a Service Provider to You are as follows:
1. To the extent We, acting as a Service Provider, receive from You or process, collect, or maintain on behalf of You, Personal Information, and except as set forth in this Agreement, is within the scope of and central to the provision of Our services, We will not (a) sell or share personal information We Collect under this Agreement, (b) retain, use, or disclose the Personal Information that We Collect pursuant to this Agreement for any Commercial Purpose other than the Business Purposes specified herein, unless expressly permitted by the CCPA, (c) retain, use, or disclose the Personal Information that We Collect under this Agreement outside the direct business relationship between You and Us, unless expressly permitted by the CCPA (d) combine the Personal Information that We receive from, or on behalf of, You with Personal Information that We receive from, or on behalf of, another Person or Persons or collects from Our own interaction with the Consumer, provided that We may combine Personal Information for any Business Purpose as set forth in herein.
2. We will not retain, use, or disclose Personal Information that We Collected pursuant to this Agreement for any purpose other than the Business Purposes specified in this Agreement or as otherwise permitted by the CCPA. You are disclosing Personal Information to Us only for the limited and specified Business Purposes set forth in this Agreement. The specific Business Purposes are as follows: (a) to fulfill or meet the purpose for which You provided the information, (b) to assist You in complying with local, state, and federal law and regulations requiring employers to maintain certain records (such as immigration compliance records, travel records, personnel files, wage and hour records, payroll records accident or safety records, and tax records) as well as local, state, and federal law, regulations, ordinances, and guidelines, (c) to assist You with administering, managing, and processing timekeeping (timeclock data) and payroll including expense reimbursements and other payments to Worksite Employees that You may request from time to time, (d) to verify a Worksite Employee’s identity for payroll and timekeeping purposes, (e) to assist You with obtaining and maintaining commercial insurance policies and coverages, including workers’ compensation and other liability insurance, (f) to assist You with the administration of workers’ compensation claims, (g) to coordinate and assist You with obtaining, administering, managing, and maintaining group health insurance benefits, 401k, and other fringe benefits and perks for Worksite Employees, (h) to assist You in communicating with Worksite Employees regarding employment-related matters such as upcoming benefit enrollment deadlines, action items, availability of W-2s and other alerts and notifications, investigations; evaluations of Worksite Employees, decisions regarding Worksite Employees' employment including decisions to hire, terminate, promote, demote, transfer suspend or discipline, availability for leave, (i) to provide human resources best practices consulting services to You regarding various topics, which may include services pertaining to Your management of Worksite Employees, (j) to implement, monitor, and manage electronic security measures on Our internet and wireless connections, computers, networks, devices, software applications or systems, (k) to assist You in communicating with a Worksite Employees' family or other contacts in case of an emergency or other necessary circumstances, (l) to assist You in Your efforts to promote and foster diversity, equity and inclusion in the workplace, (m) to evaluate, assess, and manage Your business relationships with Your vendors, service providers, and contractors that assist Us in providing services to You, (n) to improve user experience on Our networks, software applications, or systems and to debug, identify, and repair errors that impair existing intended functionality of Our systems, (m) to detect security incidents involving potentially unauthorized access to and disclosure of Personal Information and third-party information that We receive under conditions of confidentiality or subject to privacy rights, (o) to protect against malicious and illegal activity and prosecute those responsible, (p) to prevent and mitigate identity theft, (q) to verify and respond to consumer requests under applicable consumer privacy laws, and (r) to assist You in complying with local, state and federal law, regulations, ordinances, guidelines, and orders related to infectious diseases, pandemics, outbreaks, and public health emergencies, including applicable reporting and notice requirements.
3. We shall comply with all applicable sections of the CCPA, including with respect to the Personal Information that We Collected pursuant to this Agreement, providing the same level of privacy protection as required of Businesses under the CCPA. This same level of privacy protection shall include (a) cooperating with You in responding to and complying with Consumers’ requests made pursuant to the CCPA and (b) implementing reasonable security procedures and practices appropriate to the nature of the Personal Information to protect the Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with California Civil Code section 1798.81.5.
4. We will notify You within a reasonable time if We determine that We can no longer meet Our obligations under the CCPA.
5. We agree to implement and maintain commercially reasonable security measures to safeguard Your data.
6. Our Obligations to the Extent We Are Not Operating as a Service Provider are as follows:
1. We will comply with all applicable obligations under the CCPA.
2. Our collection, use, retention, and sharing of Consumers' Personal Information shall be reasonably necessary and proportionate to achieve the purpose for which the Personal Information was collected or processed, or for another disclosed purpose that is compatible with the context in which the Personal Information was collected, and not further processed in a manner that is incompatible with those purposes.
3. We will implement reasonable security procedures and practices appropriate to the nature of the Personal Information to protect the Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with California Civil Code section 1798.81.5.
4. Except where We are acting solely and exclusively in the capacity of Service Provider and not as a Business, nothing in this Agreement shall prohibit or restrict Us from using, maintaining, or sharing any Personal Information of Worksite Employees or their dependents and beneficiaries for any lawful business or legal purpose in a manner permitted under applicable law, including any information that We receives, collects, or obtains from or about any Worksite Employees or their dependents and beneficiaries or that We develops, creates captures, or compile about any such individual from any source. You acknowledge and agree that We determine the objectives and manner of processing of any Personal Information, and that as such We are the data controller for purposes of all such Personal Information.
7. Your Right and Obligations
1. To the extent We, as a Service Provider, receive from You or process, collect, or maintains on Your behalf, Client Personal Information that is subject to the CCPA, and except as set forth in this Agreement, is within the scope of and central to the services provided by Us (a) You shall have the right to take reasonable and appropriate steps to ensure that We use such Personal Information that We Collected on Your behalf in a manner consistent with Your obligations under the CCPA, including but not limited to, subject to a non-disclosure agreement, request at least once every twelve (12) months, but not more than twice a year, copies of Our SSAE-18 SOC 1 Type 2 report, security audit reports, and attestation, (b) You shall have the right, upon notice, to take reasonable and appropriate steps to stop and remediate Our unauthorized use of Personal information that We, as a Service Provider, Collected on Your behalf, and (c) with respect to Personal Information that We, as a Service Provider, Collected on Your behalf, We will enable You to comply with Consumer requests made pursuant to the CCPA or You shall notify Us of any Consumer request made pursuant to the CCPA that We must comply with and provide the information necessary for Us to comply with the request. Your instructions shall not impose greater obligations on Us that We would not otherwise have under the CCPA or interfere with Our compliant operational and business practices.
2. You will comply with all applicable obligations under the CCPA.
3. Your collection, use, retention, and sharing of Consumer’s Personal Information shall be reasonably necessary and proportionate to achieve the purpose for which the Personal Information was collected or processed, or for another disclosed purpose that is compatible with the context in which the Personal Information was collected, and not further processed in a manner that is incompatible with those purposes.
4. You will implement reasonable security procedures and practices appropriate to the nature of the Personal Information to protect the Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with California Civil Code section 1798.81.5.
8. Subcontractors. If We engage any subcontractor to assist Us in Processing Personal Information, that engagement shall be pursuant to a written contract requiring the subcontractor to comply with the CCPA.
9. Deidentified Data. To the extent permitted by the CCPA, We may aggregate, deidentify, or anonymize Personal Information from You and may use such aggregated, deidentified, or anonymized data for Our own research and development purposes. We will not attempt to reidentify any previously aggregated, deidentified, or anonymized data. We warrant that, for any deidentified data, We take reasonable measures to ensure that the information cannot be associated with a consumer or household, We publicly commit to maintain and use the information in deidentified form and not to attempt to reidentify the information, except that We may attempt to reidentify the information solely for the purpose of determining whether Our deidentification processes satisfy the requirements of California Civil Code section 1798.140(m), and will contractually obligate any recipients of the information to comply with all provisions of California Civil Code section 1798.140(m).
10. Indemnification. Your indemnification obligations, as set forth in this Agreement, shall apply to any claims, charges, suits, losses, liabilities, damages, penalties, assessments, costs, expenses, attorneys’ fees, claims and demands of every kind and nature whatsoever arising from or related to any use, disclosure or sale of Personal Information by You as well as any breach of Personal Information resulting from any failure by You to implement and maintain reasonable security measures.

16. INTELLECTUAL PROPERTY.

We retain all right, title, and interest in and to any intellectual property, including but not limited to software, methodologies, techniques, tools, algorithms, designs, know-how, and other materials that We own or license prior to or independently of this Agreement, as well as any enhancements, modifications, or derivative works thereof. We grant You a limited, non-exclusive, non-transferable, royalty-free license to use such intellectual property solely for Your internal business purposes and only as necessary for the provision of Our services pursuant to this Agreement. Except as expressly provided herein, no rights or licenses are granted to You under any of our intellectual property, whether by implication, estoppel, or otherwise. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas from Our intellectual property.

17. DATA PRIVACY AND SECURITY.

We will comply with all applicable data privacy laws, including but not limited to the California Consumer Privacy Act, the California Privacy Rights Act, and any other state or federal regulations. We will not sell, share, retain, use, or disclose Personal Information for any purpose other than the business purposes specified in Our privacy policy. We will implement and maintain reasonable administrative, technical, and physical safeguards to protect personal information from unauthorized access, disclosure, or use. These safeguards include encryption, access controls, and secure data storage protocols. We will cooperate with You in responding to consumer requests and regulatory inquiries.

18. LIMITATIONS

1. We will provide only those services set forth herein and no other services shall be provided or implied, including, without limitation, any strategic, operational or other business-related decisions with regard to Your business.
2. Neither you nor us shall be liable for any special, indirect, incidental, consequential, or similar damages—including, without limitation, lost profits or business interruption—regardless of the cause or legal theory, even if advised of the possibility of such damages. Furthermore, to the fullest extent permitted by law, you waives the right to bring or participate in any collective or class action claims against us. Any claims brought by you against us must be pursued solely on an individual basis.
3. The information that You provided to Us shall be the sole basis for Our obligation for the payment of wages and collection and remittance of payroll taxes and other withholdings. We are not responsible for incorrect, improper, or fraudulent records of hours worked, determination of exempt or overtime status, classification of wages, or for the workers' compensation classifications. We shall have no liability for any damages sustained by You because of Our issuance of payroll checks in reliance of incorrect information provided by You. In addition, except as required by applicable state or federal law, We are not an employer of any individual for whom payroll information is not timely supplied by You for any given payroll period. You acknowledge that Our responsibility and liability is specifically limited and conditioned upon receipt of true and correct information from You in a timely manner and Your compliance with payment obligations under this Agreement.
4. We shall not be considered an employer of Worksite Employees for purposes of any claim of sexual harassment, employment discrimination, or any other claim under applicable laws or regulations unless the claim is a result of action taken by You in strict compliance with a written corporate policy, procedure, or directive from Us.
5. We shall not be considered an employer of Worksite Employees for I-9 purposes. You acknowledge that Worksite Employees will only perform labor and services for You and not for Us.
6. We do not assume any responsibility to perform background checks or investigations on any Worksite Employee, and We makes no assurances, warranties, or guarantees as to the ability or competence of any Worksite Employee. You specifically assume responsibility to perform all work history, reference checks, and background checks on Worksite Employees, and agree to indemnify and hold Us harmless from and against all liabilities associated with the negligent hiring, supervision, and retention of Worksite Employees.
7. You acknowledge and agree that We are not engaged in the practice of law or the provision of legal services.

19. NO TORT LIABILITY.

We shall not be liable for the tortious actions of You or Worksite Employees. We assign to You and You accepts sole and exclusive control over the day-to-day duties of all Worksite Employees and control over the Worksite. You absolve Us of control over the day-to-day duties of all Worksite Employees and control over the Worksite. You are required and agree to immediately report to Us all complaints, allegations, or incidents of any tortious misconduct or workplace safety violations, regardless of the source. This provision is intended to comply with state tort reform laws, including but not limited to Florida.

20. INDEMNIFICATION.

The parties each agree to indemnify, protect, defend, release, and hold harmless the other party and its Indemnified Parties from and against any and all third party claims and related liability, expenses, losses, and claims for damages to the extent arising from the indemnifying party's (i) failure to comply with its confidentiality obligations hereunder or under applicable law; and (ii) negligent, fraudulent, willful, or reckless performance or non-performance of any of its responsibilities set forth in this Agreement. The indemnified party shall (i) give the indemnifying party prompt notice of any relevant claim; (ii) not admit any liability or attempt to settle the claim without the indemnifying party's prior consent; (iii) provide reasonable cooperation at its own expense to the indemnifying party in the defense and settlement of the claim; and (d) give the indemnifying party authority to defend or settle the claim. All indemnifications shall survive termination of this Agreement.

21. MISCELLANEOUS.

1. References. To the extent permitted by law, You specifically authorizes Us to conduct a credit and background reference check on You as We deem appropriate.
2. Non-Solicitation. You and Us agree that, during the term of this Agreement and for a period of one (1) year following its termination, You and Us will not, directly or indirectly, solicit for employment or engagement any of the other's employees who were involved in providing services under this Agreement. This restriction does not apply to general solicitations not specifically targeted at such individuals.
3. Integration. You acknowledge that You have not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement, including but not limited to any statement made by any marketing agent or other representative of Us. You acknowledge that We have made no promises or guaranties concerning whether Our services will improve the performance or profitability of Your business. This Agreement constitutes the entire agreement between the parties about matters contained in this Agreement and is intended as an integration of all prior agreements, negotiations, understandings, and promises between the parties. This Agreement may be modified or amended after the initial Term by Us and such modification or amendment shall become automatically effective thirty (30) days from the date that We notify You, unless You notify Us of Your intent to terminate this Agreement.
4. Waiver. Our failure to require Your strict performance, or to claim a breach of any provision of this Agreement, shall not be construed as a waiver of any such or subsequent breach.
5. No Third-Party Beneficiaries. Unless specifically set forth herein, no rights of any third party are created by this Agreement and no person who is not a party to this Agreement may rely on any aspect of this Agreement notwithstanding any representation, written or oral, to the contrary.
6. Assignment. We reserve the right to assign Our rights and obligations hereunder to any of Our affiliates, sisters, parents, or subsidiary companies, and any such assigned entities shall be deemed third-party beneficiaries of this Agreement. You may not assign or delegable your rights and obligations hereunder without Our prior written consent, which will not be unreasonably withheld.
7. Validity. In the event any term or provision of this Agreement shall be held to be invalid or unenforceable, the remainder shall remain in full force and effect. To the extent that any provisions conflict with provisions that are statutorily required, the statutorily required provisions shall control.
8. Construction. Paragraph headings are for reference only and are not to be used to interpret this Agreement. If interpretation of this Agreement is required, it shall not be construed against either party as the drafter.
9. Attorneys' Fees. The prevailing party will be entitled to recover reasonable attorney's fees and costs incurred both prior to litigation and at all stages of all litigation, including proceedings in bankruptcy, appeal and post-judgment proceedings. If a judgment is obtained and post-judgment proceedings commence to enforce or collect such judgment, then this provision shall not be merged into, but instead shall survive, the judgment, and in such event,
10. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be subject to the laws of the State of Florida. Venue of any litigation or other proceedings related to this Agreement shall be in the appropriate court or forum in Hillsborough County, Florida, and You hereby submits to the jurisdiction of all courts having jurisdiction in Hillsborough County, Florida. THE PARTIES HEREBY WAIVE ALL RIGHTS OR CLAIMS TO A TRIAL BY JURY AND AS A CLASS ACTION.
11. Notice. Notice shall be addressed to each party at their respective address set forth in the Order Form, unless notice of a change of address is given by either party. All notices required under the terms of this Agreement shall be in writing, and be made by hand delivery, by certified mail with return receipt requested, or by overnight courier, and shall be deemed effective upon proof of attempted delivery. Notices may also be served by email to a member of the receiving parties' executive or legal team, but only if the recipient acknowledges receipt thereof by email or by some other writing, in which case such notices shall be deemed delivered as acknowledged.