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Plan numbers 305497, 100463 <br />pursuant to the Request for Proposal. <br />Prior Recordkeeper Surrender Charges. At conversion, participant accounts <br />will be transitioned at market value regardless of any surrender charges <br />assessed in connection with Employer's termination of its prior recordkeeper(s). <br />MissionSquare will provide its services provided that the amount of surrender <br />charges assessed by the prior record-keeper(s) are no more than $46,000. <br />MissionSquare has amortized the value of the surrender charges assessed by <br />the prior recordkeeper(s) over the life of this Agreement; therefore, should the <br />Employer terminate this Agreement before the expiration of the initial term, the <br />unrecovered portion of the surrender charges outstanding on the date of <br />termination shall be immediately due and payable to MissionSquare. <br />Employer further acknowledges and agrees that compensation and payment <br />under this Agreement shall be subject to re -negotiation in the event that the <br />Employer (a) chooses to implement additional mutual funds that neither (1) trade <br />via NSCC nor (ii) meet MissionSquare's daily trading operational guidelines or <br />(b) chooses to implement investment options that are not mutual funds. <br />9. Indemnification <br />MissionSquare shall not be responsible for any acts or omissions of any person <br />with respect to the Plan or its related trust, other than MissionSquare in <br />connection with the administration or operation of the Plan. Employer shall <br />indemnify MissionSquare against, and hold MissionSquare harmless from, any <br />and all loss, damage, penalty, liability, cost, and expense, including without <br />limitation, reasonable attorney's fees, that may be incurred by, imposed upon, <br />or asserted against MissionSquare by reason of any claim, regulatory <br />proceeding, or litigation arising from any act done or omitted to be done by any <br />individual or person with respect to the Plan or its related trust, excepting only <br />any and all loss, damage, penalty, liability, cost or expense resulting from <br />MissionSquare's negligence, bad faith, or willful misconduct. <br />10. Term <br />This Agreement shall be in effect and commence on the date all parties have <br />signed and executed this Agreement ("Inception Date"). The term of this <br />Agreement will commence on the Inception Date and extend five (5) years <br />from the date of completion and reconciliation of the transition of assets of the <br />Plan from the prior record keeper to MissionSquare. This Agreement will be <br />renewed automatically for each succeeding year unless written notice of <br />termination is provided by either party to the other no less than 60 days before <br />the end of such Agreement year. The Employer understands and acknowledges <br />that, in the event the Employer terminates this Agreement (or replaces the <br />MissionSquare PLUS Fund of VantageTrust, as an investment option in its <br />MissionSquare Retirement Agreement 9 of 14 <br />