Here is the full agreement for your review & piece of mind.

1. SERVICES AND TERM

1.1. Services. Subject to all terms and conditions of this Agreement, Provider grants Client – and its Employees – a nonexclusive, nontransferable (except as set forth herein) right and license (without right to sublicense) to access and use the Services, solely during the Term. Provider may use the services of one or more third parties to deliver any part of the Services. Client agrees to comply with any acceptable use policies and other terms of any such third-party service provider. 1.2. Term. The term of this Agreement commences on the Effective Date and continues for a one year period (the “Term”) beginning on the Effective Date and ending on the one year anniversary of the Effective Date. Unless earlier terminated as provided in this Agreement, the Term for Client shall automatically renew for additional periods equal to one (1) year (each a “Renewal Term”), unless one Party gives the other written notice of non-renewal at least ninety (90) days prior to the expiration of the then current Renewal Term.

2. OBLIGATIONS OF THE PARTIES

2.1 Provider hereby agrees (i) to provide Services, such Services may include such other services or products as agreed to in writing between Provider and Client; (ii) to provide initial setup services for Client to use Provider’s Services; and (iii) to maintain all data, information and files relating to Client and its Employees in accordance with applicable laws, including The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). 2.2 The Parties agree to comply with all applicable state and federal statutes to assure protection and security of personal information, or of any personally identifiable information (PII), including the Security Breach Notice Act, 9 V.S.A. § 2435, the Social Security Number Protection Act, 9 V.S.A. § 2440, the Document Safe Destruction Act, 9 V.S.A. § 2445 and 45 CFR 155.260. As used here, PII shall include any information, in any medium, including electronic, which can be used to distinguish or trace an individual’s identity, such as his/her name, social security number, biometric records, etc., either alone or when combined with any other personal or identifiable information that is linked or linkable to a specific person including, but not limited to, date and place or birth, Social Security Number, mother’s maiden name, etc. 2.3 Client hereby agrees i) to provide Provider with reasonable, timely, complete, and accurate access to data, documents, information, and personnel of the Client as needed; ii) to assist in obtaining the cooperation of its Employees who are participating in the Services; (iii) to provide Provider, on a reasonable and timely basis, adequate and accurate information required for Provider to perform the Services under this Agreement; (iv) to distribute applicable information for performance of the Services to all Employees and to distribute subsequent Services information to encourage utilization of Services; and (v) to take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in Provider’s provision of the Services. 2.4 Provider may temporarily suspend Client’s or their respective Employees’ access to the Services with or without notice in the event that either Client or any of Client’s Employees is engaged in, or Provider in good faith suspects Client or any of Client’s Employees is engaged in, any material violation of this Agreement, including nonpayment.

3. FEES AND PAYMENT

3.1. Invoices and Payment. Client will pay Provider all undisputed invoiced amounts via electronic fund transfer or other reliable means (as agreed upon by both Client and Provider) and as set forth herein, at the time the fees are incurred as part of normal payroll processing (“Payment Due Date”). If the undisputed invoiced amount is not received by Provider via electronic transfer on the Payment Due Date, such undisputed invoiced amount will be considered late and Provider may collect such fees from any other means legally available. Page 1 of 8 Live Life Healthy Master Service Agreement – version 12.22 3.2. Disputed Amounts. If Client has a reasonable dispute with an item on an invoice, the undisputed amount will be paid in accordance with the terms above. Client shall notify Provider within five (5) business days from the date the invoice is received by Client of any disputed amounts in an invoice. If no notice of dispute is received by Provider within such period, Client acknowledges and agrees that such invoice shall be conclusively deemed to be correct, including any and all amounts set forth therein upon timely receipt of notice of such disputed amount in accordance with Section 8.

4. PROPRIETARY RIGHTS

4.1. Services. As between Provider and Client, all right, title and interest in the Services and any other Provider materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Client regarding the Services, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Provider or Provider’s licensors and providers, as applicable. Client hereby does and will irrevocably assign to Provider all evaluations, ideas, feedback and suggestions made by Client to Provider regarding the Services (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback. 4.2. Confidential Information. In the performance of their respective obligations under this Agreement, Provider and Client may receive or have access to certain information, including pricing, methods, processes, financial data, lists, statistics, software, systems or equipment, programs, policies, research, development, strategic plans, operating data and other confidential business, customer or personnel information or data, whether in written, oral or other form (collectively, “Confidential Information”) owned or controlled by the other Party, including the terms of this Agreement. a) Provider and Client covenant and agree that all such Confidential Information and any Derivatives (defined below) so acquired by either Party or any of their respective employees, officers, directors, subcontractors or agents shall be and shall remain the other Party's exclusive property and no license or other rights to such Confidential Information is granted or implied thereby and neither party shall copy or publish or disclose such Confidential Information to others or authorize their respective officers, directors, employees, subcontractors or agents or anyone else to copy or publish or disclose such Confidential Information to others without the other Party's prior written approval, except as may be required by law or in connection with any legal proceeding, or to enforce the provisions of this Agreement. For purposes of this Agreement, “Derivatives” will mean: copyrightable, copyrighted, patentable, patented material or any improvement thereon. b) Notwithstanding any other provision of this Agreement to the contrary, any trade secret of Provider shall be entitled to all of the protections and benefits under the Alabama Trade Secrets Act and any other applicable law. If any information that disclosing Party or its representatives deems to be a trade secret is not a trade secret, or is found by a court of competent jurisdiction not to be a trade secret, such information shall still be considered Confidential Information of the disclosing Party. 4.3. Aggregated Statistics. Notwithstanding anything else in this Agreement or otherwise, Client acknowledges that Provider may monitor Client’s use of the Services and use data and information related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Client, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by Provider.

5. RISK ALLOCATION

5.1. Disclaimer. PROVIDER AND THIRD-PARTY INSURANCE CARRIER OF THE FULLY INSURED THE ASSOCIATED INDEMNITY PLAN, AS APPLICABLE, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS REGARDING THE LEGAL, FINANCIAL AND TAX IMPLICATIONS OR NATURE OF THE SERVICES OR ANY PROGRAM OR OTHER PRODUCTS CONTEMPLATED HEREBY. CLIENT COVENANTS AND AGREES NOT TO ASSERT ANY CLAIMS, ARBITRATION, OR LAWSUITS AGAINST PROVIDER OR SUCH INSURANCE CARRIER RELATED DIRECTLY OR INDIRECTLY, TO THIRD-PARTY PRODUCTS. THE PRODUCTS ARE NOT PRODUCTS OF PROVIDER BUT ARE, INSTEAD, INSURANCE PRODUCTS OF THIRD-PARTY INSURANCE CARRIERS THAT MAY BE OFFERED ON A VOLUNTARY BASIS BY A BROKER OR AGENT, SUCH AS PROVIDER. AGAIN, CLIENT (AND PROVIDER, AS APPLICABLE) DOES NOT AND WILL NOT HOLD CARRIER OR PROVIDER (AS APPLICABLE) LIABLE FOR ANY TAX OR COMPLIANCE ISSUE RELATED TO VOLUNTARY PRODUCTS, SECTION 125 OR INDEMNITY PLANS. SUCH CARRIER AND PROVIDER ARE NOT PROVIDING ANY TAX ADVICE TO THE PRODUCT OR ANY ASSOCIATED IMPACT OF THE PRODUCT. ANY TAX Page 2 of 8 Live Life Healthy Master Service Agreement – version 12.22 SITUATION RELATED TO A PRODUCT IS DETERMINED AT THE INDIVIDUAL AND/OR PARTICIPANT LEVEL, NOT THE PROVIDER, CARRIER, OR EMPLOYER LEVEL. 5.2. Indemnification. Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, managers, members, partners, owners, equity holders, employees, agents (including any brokers or agents who market the Services), successors, assigns as well as the associated third-party insurance carrier (collectively, the “Indemnified Parties”) from and against all losses, liabilities, damages, judgments, awards, and claims, and all related costs and expenses, including reasonable legal and attorney fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest, penalties, and pursuing any insurance providers (collectively, “Losses”) incurred by any of the Indemnified Parties arising from, in connection with, or relating to: (i) any claim of any third party against Indemnified Parties, or any claim by Indemnified Parties, that resulted from, or is attributable to, Indemnifying Party’s gross negligence, willful misconduct, or breach of this Agreement; (ii) any claims against Indemnified Parties by Indemnifying Party’s Employees or their dependents; (iii) any and all claims alleging that any intellectual property furnished to Indemnified Parties by Indemnifying Party violates any third party’s patent, trade secret, copyright, trademark, or other Intellectual Property Right; and (iv) any lawsuits or actions involving both Parties Provider and Client, but not in any way related to the Services or this Agreement, but relating to the negligence, gross negligence, or willful misconduct of the Indemnifying Party. 5.3. Limitation of Damages. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY: (i) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES, OR ANY LOSSES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF CLIENT, PROVIDER, OR PROVIDER’S LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, INCLUDING ANY SUCH LOSSES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SERVICES OR THE RESULTS THEREOF.

6. TERMINATION

6.1. Termination for Cause. A Party may terminate this Agreement upon written notice to the other Party in the event the other Party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; (b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting Party; and/or c) nonpayment of any fees owed hereunder for more than sixty (60) days. 6.2. Termination for Convenience. This Agreement may be terminated at any time by Provider, unilaterally, or by mutual written agreement of the Parties. If Provider exercises such termination right, Provider shall refund to Client the amount of any pre-paid fees for the remainder of the terminated Term or Renewal Term. 6.3. Effects of Termination. Unless otherwise mutually agreed to by the Parties, Provider shall, upon the termination or expiration of this Agreement, immediately delete and remove any access to Services by Client and its Employees and otherwise cease providing access to the Services. Termination of the Agreement shall be in addition to, and not in lieu of, any equitable or legal remedies available to either Party. The expiration or early termination of this Agreement shall not release or discharge Client from any payment or liability that may have previously accrued before termination.

7. DISPUTE RESOLUTION The Parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement (including the breach, termination, or validity of this Agreement or for fraud) (each, a “Dispute”), in accordance with the provisions of this Section 8, which shall be the exclusive procedural mechanism for resolving any Dispute that may arise from time to time unless otherwise provided for in this Agreement.

7.1. Negotiation. A Party shall send written notice to the other Party of any Dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. If a Dispute is not resolved within three (3) business days after one Party delivers a Dispute Notice to the other Party, then either Party may, by written notice to the other Party (“Escalation to Executive Notice”), refer such Page 3 of 8 Live Life Healthy Master Service Agreement – version 12.22 Dispute to the executives of each Party set out on the signature page of this Agreement (or to such other person of equivalent or superior position designated by such Party in a written notice to the other Party). 7.2. Mediation. At any time after the fifth (5th) business day immediately following the date the Escalation to Executive Notice is received (the date immediately following such fifth (5th) business day is the “Escalation to Mediation Date”), the Parties to a Dispute may submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the Dispute and the relief requested. Each Party agrees not to refuse a reasonable request to participate in a mediation with another Party to a Dispute pursuant to this Section 9.2. The Parties agree to use good faith efforts and to cooperate with one another in selecting a mediation service, and the Parties agree to cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. 7.3. Litigation as a Final Resort. If the Parties cannot resolve any Dispute for any reason, including the failure of either Party to agree to enter into mediation, within thirty (30) business days after the Escalation to Mediation Date, then either Party may file a lawsuit on any claim permitted under Section 5 and/or Section 6. 7.4. Forum Selection and Venue Selection. The Parties irrevocably agree that the sole and exclusive forum for the resolution of any suit arising out of, in connection with, or related to any Dispute will be the state and federal courts of competent subject matter jurisdiction in the State of Alabama, and each of the Parties to this Agreement expressly consents to, and waives any objection to, the personal jurisdiction of such courts. Further, the Parties agree that the sole and exclusive venue for the any suit arising out of or related to any Dispute will be the state and federal courts of competent subject matter jurisdiction located in Jefferson County, Alabama. 7.5. Waiver of Jury Trial. EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8. REMEDIES

8.1. If Client violates any provision of this Agreement, Provider shall, in addition to any damages to which it is entitled, be entitled to immediate injunctive relief against Client prohibiting further actions inconsistent with Client’s obligations under this Agreement. Client acknowledges and agrees that its further violation of any provision of this Agreement would cause irreparable harm to Provider, for which Provider would have no adequate remedy at law. 8.2. In any action seeking to enforce any term or provision of this Agreement or for breach of any term or provision of this Agreement, the prevailing Party shall be entitled to recover its attorney’s fees and costs (including costs of experts, copying, transportation, etc.) incurred to enforce or recover for the breach of such provision of this Agreement.

9. LIMITATIONS In consideration for the services provide herein, Client agrees to not engage in or assist others in engaging in activities that directly compete with Provider’s business or business relationships, specifically the creation, marketing, or sale of competing fully-insured, fixed indemnity products (“Indemnity Products”) For a period of two years following the Effective Date Client shall not, and shall not permit any of its affiliates to, directly or indirectly, hire or solicit any employee of Provider or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees. During the Restricted Period, Client shall not, and shall not permit any of its affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any client or customer of Provider, or any Prospective Client of Provider, for purposes of diverting such person’s or entity’s business or services away from Provider. Reasonableness and Necessity. Client acknowledges that the restrictions contained in this Section 10 are reasonable and necessary to protect the legitimate interests of Provider, are not unduly restrictive or burdensome, and constitute a material inducement to Provider to enter into this Agreement. Page 4 of 8 Live Life Healthy Master Service Agreement – version 12.22

10. MISCELLANEOUS Either Party may give notice to the other Party by means of a general notice through electronic mail to Party’s designated contact, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to other Party’s address on record. Client shall not assign its rights hereunder or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Provider. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the Parties thereto. There are no third-party beneficiaries to this Agreement. The Parties are independent contractors, and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the Parties. This Agreement, including the schedules, any amendments, appendices or supplements hereto, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Except for Client’s payment obligations hereunder, neither Party shall be liable to the other Party or any third party for failure or delay in performing its obligations under this Agreement when such failure or delay is due to any cause beyond the control of the Party concerned, including acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such Party shall thereupon promptly perform or complete the performance of its obligations hereunder. Provider has the right to reference and use Client’s name and trademarks and disclose the nature of the Services provided hereunder in each case in Provider business development and marketing efforts, including Provider’s web site. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. A facsimile or electronic copy of this Agreement (including a copy in portable document format) properly signed by an authorized representative of a Party shall constitute a valid original for purposes of this Agreement.

11. INTERPRETATION If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law in any applicable jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12. CERTAIN DEFINED TERMS "Associated third-party insurance carrier" is the insurance carrier, and its affiliates, that provides the fixed indemnity benefit plan to provider for such prospective clients of provider “Employees” means Client’s employees. “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world. “Product” means any insurance plan and other insurance products that are (a) sponsored by a third-party insurance carrier; (b) include an insured, HIPAA- excepted fixed indemnity benefit through such third-party insurance carrier whereby Employees and their eligible dependents may be eligible to receive covered services and, if qualified claims are submitted, certain policy benefits; and (c) brokered by Provider. “Prospective Client” means, as of a particular time, any entity or employer who is not a client of Provider and with whom Provider, or its agents, had ongoing bilateral communications during the Term of this Agreement. “Services” means brokering the purchase of the Product by Employees from the applicable third-party insurance carrier and such ancillary services. Page 5 of 8 Live Life Healthy Master Service Agreement – version 12.22 “System” means any system associated with the Services and all derivative works, modifications and enhancements thereof, whether made by Provider, Client or a third party.

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