Master Terms and Conditions

(Last Updated 5/5/2021)

1. Agreement Structure and Order of Precedence.

These Master Terms and Conditions (“MTC”) govern the way in which US
Retirement and Benefit Partners, Inc. (“USRBP”) and its related subsidiaries
and affiliates (collectively “PARTNER FIRM”) will provide services to CLIENT
(defined as any client company that is a party to any agreement that
references and incorporates the MTC) and how CLIENT will obtain services from
PARTNER FIRM, including under any applicable Statement of Work (“SOW”). The
services to be provided are identified on one or more SOWs signed by the
parties, which explicitly reference and incorporate the MTC. While the MTC is
intended to cover the provision of the services generally, additional terms
and conditions related to specific services may be set out in individual SOWs,
which terms and conditions shall govern the relationship of the parties with
respect to those specific services covered by the SOW. To the extent any terms
and conditions of the MTC conflict with the terms and conditions of a SOW, the
terms, and conditions of the MTC shall control unless the SOW expressly states
the intent to supersede a specific portion of the MTC.

2. Acknowledgements.

CLIENT acknowledges that certain services include the use of certain
third-party software, including The Beacon, The Beacon Select, and/or Employee
Navigator (collectively, the “Licensed Product”), pursuant to a third-party
software license agreement (the “License Agreement”) and that PARTNER FIRM is
a party to that License Agreement by and through its parent company, USRBP.
CLIENT further acknowledges that the License Agreement permits the software
portion of the Licensed Product to be utilized in marketing and enrolling
voluntary insurance products of PARTNER FIRM (“Partner Products”) and other
voluntary and core insurance products (“Other Benefits”), and the License
Agreement permits the software system portion of the Licensed Product to be
utilized by employees of PARTNER FIRM and third parties performing services on
behalf of PARTNER FIRM to market, purchase, enroll or administer Partner
Products and Other Benefits. CLIENT agrees to solely use the Licensed Product
for the purpose of marketing Partner Products and Other Benefits to CLIENT’s
employees and for the purpose of enrolling CLIENT’s employees in Partner
Products and Other Benefits. CLIENT acknowledges that CLIENT’s rights to use
the Licensed Product for the foregoing purposes are derived solely from the
existence of the License Agreement and should the License Agreement be
terminated for any reason, then CLIENT’s rights to use the Licensed Product
will cease.

3. Scope of Services.

The scope of services for a particular project shall be specifically defined
in a SOW. Each SOW will specify, inter alia, the type of work, approximate
length of the project, payment rates, deliverables and their due dates, and
completion criteria for successful completion of the services. The SOW is to
be separately executed and when so executed shall be governed by the MTC. A
separate SOW shall be completed and executed by the Parties for each
additional project.

4. Confidentiality

(a) Confidential Information. As used herein, “CLIENT’s Confidential
Information” means, subject to the exceptions set forth in subsection (c) and
(d) below, any information or data, regardless of whether it is in tangible
form, disclosed by CLIENT directly to PARTNER FIRM that CLIENT has either
marked as confidential or proprietary, or has identified in writing as
confidential or proprietary upon disclosure to PARTNER FIRM or which would be
apparent to a reasonable person, familiar with CLIENT’s business and the
industry in which it operates, to be of a confidential or proprietary nature
the maintenance of which is important to CLIENT; unless such information is
the subject of any of the exceptions set forth in Section 4 (c) and (d) below.

(b) Use and Disclosure of Confidential Information. PARTNER FIRM acknowledges
that during PARTNER FIRM’s performance of services under a SOW, CLIENT may
directly disclose to PARTNER FIRM, CLIENT’s Confidential Information. PARTNER
FIRM agrees that it will not (i) use any such Confidential Information in any
way, for its own account or the account of any third party, except for the
exercise of its rights and performance of its obligations under a SOW, or (ii)
disclose any such Confidential Information to any party, other than furnishing
such Confidential Information to (a) its employees, affiliates, agents,
customers and consultants who are required to have access to the Confidential
Information in connection with the exercise of its rights and performance of
its obligations under a SOW and (b) investors, prospective acquirers and
professional advisers; provided that such employees, consultants, investors,
prospective acquirers and professional advisers are bound by written
agreements in accordance with the terms of this Section 2 (b). PARTNER FIRM
agrees that it will not allow any unauthorized person access to CLIENT’s
Confidential Information, and that PARTNER FIRM will take all action
reasonably necessary to protect the confidentiality of such Confidential
Information, including implementing and enforcing procedures to minimize the
possibility of unauthorized use or copying of such Confidential Information.
In the event that PARTNER FIRM is required by law to make any disclosure of
any of CLIENT’s Confidential Information, by subpoena, judicial or
administrative order or otherwise, PARTNER FIRM shall first give written
notice of such requirement to CLIENT (subject to any judicial non-disclosure
order), and shall permit CLIENT to intervene in any relevant proceedings to
protect its interests in the Confidential Information, and provide full
cooperation and assistance to CLIENT in seeking to obtain such protection.

(c) Exceptions. Information will not be deemed Confidential Information
hereunder if such information: (i) is known to PARTNER FIRM prior to receipt
from CLIENT directly from a source other than one having an obligation of
confidentiality to CLIENT; (ii) becomes known (independently of disclosure by
CLIENT) to PARTNER FIRM directly from a source other than one having an
obligation of confidentiality to CLIENT; (iii) becomes publicly known or
otherwise ceases to be secret or confidential, except through a breach of a
related SOW by PARTNER FIRM; or (iv) is independently developed by PARTNER
FIRM.

(d) Exception from Confidentiality Provision Regarding Terms of a SOW. In
addition, neither of the Parties to a SOW will disclose the terms of the SOW
to any other person or entity not a party to the SOW without the prior written
consent of the other Party to the SOW, except that a Party to the SOW may
disclose the terms of the SOW to its accountants, advisors, investors,
acquirers and/or potential investors or acquirers and their advisors
(collectively, “Representatives”), which Representatives have a “need-to-know”
solely for the purpose of evaluating, negotiating or documenting a
contemplated investment or acquisition; provided, however, that each such
Representative is bound by a written agreement (or in the case of attorneys or
other professional advisors, formal ethical duties) requiring such
Representative to treat, hold and maintain the terms of the SOW as
Confidential Information in accordance with the terms and conditions of this
Section 4 (d).

5. Risk of Loss.

PARTNER FIRM shall not be responsible for, and CLIENT shall bear the risk of,
loss during transmission of CLIENT’s records and data over all communications,
links, and devices.

6. Term.

The Effective Date shall mean the date on which a SOW is fully executed by
both parties, which will commence the set-up period. The Activation Date shall
mean the date on which the Licensed Product is activated for use by CLIENT and
its employees, terminating the set-up period. Subject only to the specific
terms of a related SOW, any agreement between the Parties involving the
Licensed Product shall commence on the Effective Date and shall continue in
effect for two (2) years from the Activation Date (the “Initial Term”). Upon
expiration of the Initial Term, and on each annual anniversary thereafter, an
agreement between the parties shall automatically renew for an additional
one-year period(s) (each a “Renewal Term”) unless terminated earlier by either
Party upon written notice of not less than sixty (60) days from the next
Renewal Term. Notwithstanding the foregoing, however, the term of a SOW shall
expire immediately in the event the above-described License Agreement is
terminated for any reason or in the event CLIENT is no longer permitted to use
the Licensed Product under the terms of the License Agreement. CLIENT
acknowledges that this Agreement does not grant CLIENT any rights to use the
Licensed Product.

7. Termination Without Cause.

Notwithstanding the terms in Section 6, either Party may terminate a SOW or
similar agreement at any time by providing advanced written notice of not less
than (60) days to the other Party.

8. Termination for Cause.

SOWs and Related Agreements may be terminated for cause, as follows:

(a) If either Party breaches any material term or condition of a SOW or
related agreement, except for CLIENT’s obligation to pay fees, and fails
either to substantially cure such breach within thirty (30) days after
receiving written notice specifying the breach or, for those breaches which
cannot reasonably be cured within thirty (30) days, promptly commences curing
such breach and thereafter proceeds with all due diligence to substantially
cure such breach, then the Party not in breach may, by giving written notice
to the breaching Party, terminate a SOW or related agreement as of a date
specified in such notice of termination. All the obligations of the Parties
contained in a SOW or related agreement, except for CLIENT’s obligation to pay
fees, shall be deemed to have been performed in an acceptable manner unless
the Party not in breach provides the breaching Party with written notice as
stated above within sixty (60) days of the event giving rise to the breach;
provided the Party not in breach, knows or should have known about such
breach.

(b) If CLIENT fails to pay when due any amounts owed hereunder within thirty
(30) days of receiving written notice thereof, PARTNER FIRM may, by giving
written notice thereof to CLIENT, terminate a SOW or related Agreement as of a
date specified in such notice of termination.

(c) In the event that either Party hereto becomes or is declared insolvent or
bankrupt, is the subject of any proceedings related to its liquidation,
insolvency or for the appointment of a receiver or similar officer for it,
makes an assignment for the benefit of all or substantially all of its
creditors, or enters into an agreement for the composition, extension or
readjustment of all or substantially all of its obligations, then the other
Party hereto may, by giving written notice thereof to such Party, terminate a
SOW or related agreement as of the date specified in such notice of
termination.

(d) Upon the termination of a SOW or related agreement for any reason, CLIENT
will promptly pay to PARTNER FIRM all fees due up to the termination date
pursuant to the related SOW.

9. Payment Terms.

PARTNER FIRM will invoice CLIENT monthly for the fees as outlined in the SOW.
All fees will be invoiced and are due within thirty (30) days of the date of
the invoice. If applicable and if any third party fails to pay invoices when
due, CLIENT agrees to pay PARTNER FIRM for the Services according to the rates
and schedule described in the SOW.

Any amount not paid when due shall thereafter bear interest until paid at a
rate equal to the lesser of one- and one-half percent (1½%) per month or the
maximum rate allowed by applicable law.

10. Limited Warranty and Service Level Agreement.

(a) PARTNER FIRM warrants all services under a SOW or related agreement will
be performed in accordance with generally accepted industry standards by
personnel or agents that are qualified to perform the services.

(b) PARTNER FIRM warrants that it has all requisite corporate power, financial
capacity, and authority to execute, deliver, and perform its obligations under
a SOW or related agreement.

(c) NO OTHER WARRANTY. Except for the express warranties set out above in this
section, PARTNER FIRM Services are provided on an “As Is” basis, and CLIENT’s
use of PARTNER FIRM Services is at its own risk. PARTNER FIRM does not make,
and hereby disclaims, any and all other express or implied warranties,
including, but not limited to, warranties of merchantability, fitness for a
particular purpose, non-infringement and title, and any warranties arising
from a course of dealing, usage, or trade practice. PARTNER FIRM does not
warrant that the services will be uninterrupted, error-free, or completely
secure. PARTNER FIRM MAKES ABSOLUTELY NO WARRANTIES CONCERNING THE LICENSED
PRODUCT.

11. Limitation of Liability

Under no circumstances will PARTNER FIRM, its affiliates or related persons be
liable to CLIENT for any consequential, indirect, special, punitive, or
incidental damages or lost profits, whether foreseeable or unforeseeable,
whether or not arising out of breach or failure of express or implied
warranty, breach of contract, misrepresentation, negligence, strict liability
in tort or otherwise, based on CLIENT’s claims or those of its customers,
including, but not limited to claims for:

use of PARTNER FIRM Services,
interruption in use or availability of data,
loss of goodwill,
use of third-party software,
accuracy or interpretation of resulting reports,
stoppage of other work, or
impairment of other assets

IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH PARTNER FIRM INCURS IN ANY
ACTION OR PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO PARTNER
FIRM UNDER THIS AGREEMENT DURING THE YEAR ENDING ON THE DATE ON 6 WHICH THE
EVENT FORMING THE BASIS OF THE ACTION OR PROCEEDING FIRST OCCURRED.

12. Indemnification.

CLIENT SHALL HOLD HARMLESS PARTNER FIRM AND ITS AFFILIATES FROM AND
AGAINST ANY LIABILITY, CLAIMS, ACTIONS, DAMAGES OR LOSSES, FOR INJURY,
INCLUDING DEATH, TO ANY PERSON OR DAMAGE TO ANY PROPERTY OR PROPERTY RIGHT
ARISING OUT OF CLIENT’S USE OF THE LICENSED PRODUCT AND THE SERVICES EVEN
IF SUCH LIABILITY, CLAIMS, ACTIONS, DAMAGES OR LOSSES ARE SOLELY CAUSED OR
PARTIALLY CAUSED BY THE NEGLIGENCE OF PARTNER FIRM OR OF ANY LICENSORS OF
ANY OF THE LICENSED PRODUCT OR ANY OTHER PRODUCT USED BY PARTNER FIRM IN
PERFORMANCE OF THE SERVICES. SUCH OBLIGATIONS SHALL NOT BE LIMITED IN ANY
WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR
BENEFIT PAYABLE BY OR FOR EITHER PARTY UNDER WORKER’S COMPENSATION,
DISABILITY BENEFITS, OR OTHER EMPLOYEE ENTITLEMENT.

13. Force Majeure.

Neither Party will be liable for any failure or delay in performing an
obligation under a SOW or related agreement that is due to PARTNER FIRM beyond
its reasonable control, including, but not limited to, fire, explosion,
epidemics, earthquake, lightning, failures or fluctuations in electrical power
or telecommunications equipment, accidents, floods, acts of God, the elements,
terrorism, war, civil disturbances, criminal acts, acts of civil or military
authorities or the public enemy, fuel or energy shortages, acts or omissions
of any common carrier, strikes, labor disputes, regulatory restrictions,
restraining orders or decrees of any court, changes in law or regulation or
other acts of governmental, transportation stoppages or slowdowns or the
inability to procure parts or materials. These causes will not excuse CLIENT
from paying accrued amounts due to PARTNER FIRM through any available lawful
means acceptable to PARTNER FIRM.

14. Assignment

Neither Party may assign, delegate, or otherwise transfer this Agreement or
any of its rights or obligations hereunder without the other Party’s prior
written approval. Any attempt to do so without such approval can result in the
termination of the SOW or related agreement for cause. Notwithstanding the
foregoing, either Party may assign a SOW or related agreement to a related or
unrelated entity in connection with a transfer of all, or substantially all,
of its stock or assets to a third party, and the Parties hereto hereby consent
to any such assignment. A SOW or related agreement under the purview of the
MTC shall bind each Party’s successors-in-interest.

15. Relationship.

In performing under a SOW or related agreement, both Parties are acting as
independent contractors and neither Party undertakes to perform any obligation
of the other, whether regulatory or contractual, or to assume any
responsibility for the other’s business or operations. CLIENT understands and
agrees that PARTNER FIRM may perform for or provide to third parties, services
similar to the PARTNER FIRM Services. Nothing in this Agreement shall be
deemed to constitute a partnership or joint venture between PARTNER FIRM and
CLIENT. Neither Party shall hold itself out as having any authority to enter
into any contract or create any obligation or liability on behalf of or
binding upon the other Party.

16. Notices.

Any notice or approval required or permitted under the MTC will be in writing
and will be sent by fax, courier, or mail, postage prepaid, to the address
specified in the signature block of a SOW or related agreement or to any other
address that may be designated by prior written notice. Any notice or approval
delivered by fax (with answer back) will be deemed to have been received the
day it is sent. Any notice or approval sent by courier will be deemed received
one (1) day after its date of posting. Any notice or approval sent by mail
will be deemed to have been received on the fifth (5th) business day after its
date of posting. 17. Accuracy of Data and Records. CLIENT is solely
responsible for the accuracy and integrity of data stored in the system.
CLIENT is solely responsible for data input and maintenance of employee and
benefit plan information. 18. Amendments. Any waiver, amendment or
modification of any SOW or related agreement will not be effective unless
executed in writing and signed by both Parties. All amendments shall be made
in a supplemental statement of work (“SSOW”) and signed by both parties.

19. Governing Law.

This Agreement will be governed by and interpreted in accordance with the laws
of the State of New Jersey, U.S.A., to the exclusion of its conflict of laws
provisions. If any provision of this Agreement is held to be unenforceable, in
whole or in part, such holding will not affect the validity of the other
provisions of a SOW or related agreement, unless either Party in good faith
deems the unenforceable provision to be essential, in which case such Party
may terminate a SOW or related agreement effective immediately upon notice to
the other Party. Venue for any dispute resolution proceeding shall be in
Middlesex, County, New Jersey.

20. Entire Agreement.

A SOW or related agreement, signed by both parties, and which incorporates by
reference the MTC, constitutes the complete and entire statement of all term,
conditions, and representations of the agreement between PARTNER FIRM and
CLIENT with respect to its subject matter and supersedes all prior writings or
understandings.

21. Survival.

Notwithstanding any other provisions of a SOW or related agreement to the
contrary, Sections 4, 8, 10, 11, 16 and 19 shall survive the termination of an
SOW or related agreement that incorporates by reference the MTC.

22. Copyright.

THE LICENSED PRODUCT IS COPYRIGHTED WORK OF PARTNER FIRM OR ITS VENDORS AND
SUPPLIERS AND IS PROTECTED BY THE COPYRIGHT LAWS OF THE UNITED STATES AND
INTERNATIONAL TREATY PROVISIONS.

CLIENT is prohibited from selling, loaning, renting, leasing, sublicensing,
transmitting, distributing, redistributing, or otherwise transferring or
assigning any part of the Licensed Product to any third party at any time
whether with or without consideration. Without limiting the generality of the
foregoing, any transmittal or transfer of the Licensed Product on the Internet
or by other electronic means is prohibited. ANY REPRODUCTION OR DISTRIBUTION
OF THE LICENSED PRODUCT NOT IN ACCORDANCE WITH THE EXPRESS TERMS OF THE
LICENSE AGREEMENT IS PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL
PENALTIES. ANY ACTUAL OR ATTEMPTED SALE, LOAN, RENTAL, LEASE, LICENSE,
SUBLICENSE, TRANSMISSION, DISTRIBUTION OR REDISTRIBUTION OR OTHER TRANSFER OR
ASSIGNMENT OF THE LICENSED PRODUCT, IN WHOLE OR IN PART, IN ANY MEDIA OR BY
ANY METHOD, SHALL IMMEDIATELY AND IRREVOCABLY TERMINATE THIS AGREEMENT AND
YOUR RIGHTS TO USE THE LICENSED PRODUCT UNDER THE LICENSE AGREEMENT FOR ALL
PURPOSES NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CLIENT acknowledges
and agrees that the Licensed Product and all permitted copies are PARTNER
FIRM’s exclusive property and a valuable trade secret of PARTNER FIRM. CLIENT
may not disclose or make available to third parties the Licensed Product or
any portion thereof without PARTNER FIRM’s prior written approval. PARTNER
FIRM reserves title to, ownership of, and all proprietary rights to the
Licensed Product, as well as any related work product and major or minor
releases of the Licensed Product, if any. CLIENT shall not: (a) permit any
copy of the Licensed Product to be shared or used concurrently by persons
other than Authorized Users under the terms of the License Agreement; (b)
modify (except as expressly provided otherwise herein), translate,
disassemble, or reduce the Licensed Product to another form, or create
derivative works based upon the Licensed Product, or cause or permit another
to do so; (c) remove any proprietary notices, labels, copyright marks, or
trademarks on the Licensed Product; or (d) adapt (except as expressly provided
otherwise herein), rent, lease, commercially host, redistribute, loan, or
attempt to license or sublicense the Licensed Product. CLIENT shall promptly
and in good faith take all action reasonably necessary, advisable, or
requested by PARTNER FIRM to assure compliance with this Section 7 by all
employees, agents, and CLIENTs of CLIENT.