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<br />SECTION V <br /> <br />Compliance with ERISA and Indemnifications <br /> <br />5.1 The Company and the Claims Administrator agree to comply in all respects, individually <br />and collectively, with ERISA and amendments thereto, and with all federal and/or other <br />regulations pertaining thereto, as they relate to the Plan. <br /> <br />5.2 Except in cases of negligence or violation of ERISA requirements by the Claims <br />Administrator, the Company agrees to indemnify the Claims Administrator and hold the <br />Claims Administrator harmless against any and all loss, damage and expense, including <br />court costs and attorney's fees, resulting from and arising out of claims, demands, or <br />lawsuits brought against the Claims Administrator for administering the Plan or to <br />recover benefits under the Plan; including disputes over stop loss insurance <br />reimbursement and actions of the entities performing services for the Plan that are not <br />under the direct control of the Claims Administrator. <br /> <br />The Claims Administrator agrees to indemnify the Company and hold the Company <br />harmless against any and all loss, damage and expense resulting from or arising out of <br />dishonest, fraudulent, or criminal acts and omissions of the Claims Administrator's <br />employees, acting alone or in collusion with other. <br /> <br />SECTION VI <br /> <br />Claims Administrator Fees and Related Agents Commissions & Disclosures <br /> <br />6.1 The Claims Administrator shall be entitled to a fee for its services to the Plan under th~ <br />terms of this Agreement, which shall be determined by the number of employees enrolled <br />by the Company at the beginning of each month. That fee shall be $14.00 per enrolled <br />employee per month. This rate will remain the same for the first and second years of the <br />contract term. <br /> <br />6.2 Subject to 6.1 above, the fee agreed upon hereof shall be reviewed when any Plan <br />changes are implemented and/or at least on an annual basis by both the Company and the <br />Claims Administrator to determine the adequacy of such fees. <br /> <br />6.3 Pursuant to the Amendment of Prohibited Transactions, Exemption 77-9, the Department <br />of Labor and the Internal Revenue Service require certain disclosures to be made to the <br />employer, Plan Administrator, or other fiduciary of an employee benefit plan before any <br />transaction occurs with respect to the Plan purchase of any insurance contracts. A <br />description of the proposed transaction involving the sale of such products appears below. <br /> <br />9 <br />