The cafeteria plan is a separate written plan maintained by an employer for employees that meets the specific requirements of and regulations of section 125 of the Internal Revenue Code. It provides participants an opportunity to receive certain benefits on a pretax basis. Participants in a cafeteria plan must be permitted to choose among at least one taxable benefit (such as cash) and one qualified benefit.

A qualified benefit is a benefit that does not defer compensation and is excludable from an employee’s gross income under a specific provision of the Code, without being subject to the principles of constructive receipt. Qualified benefits include the following:

Accident and health benefits (but not Archer medical savings accounts or long-term care insurance)

Adoption assistance

Dependent care assistance

Group-term life insurance coverage

Health savings accounts, including distributions to pay long-term care services

The written plan must specifically describe all benefits and establish rules for eligibility and elections.

A section 125 plan is the only means by which an employer can offer employees a choice between taxable and nontaxable benefits without the choice causing the benefits to become taxable. A plan offering only a choice between taxable benefits is not a section 125 plan.

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.

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