Services. CBIZ will provide the Services described in the Engagement Letter, and will use all reasonable efforts to perform the Services in accordance with the timeframe set out. CBIZ has every expectation that this engagement will be conducted by the CBIZ professionals designated for this engagement. If for any reason any of those individuals are not able to complete this engagement, professionals with similar qualifications and experience will do so. Where any changes are necessary, CBIZ will give Client reasonable notice of the changes.

Changes to Services. Either party may request changes to the Services as set out in the Engagement Letter. Changes must be requested in writing with sufficient detail to enable the other party to assess the impact of the requested change on the cost, timing or any other aspect of the Services. Both parties agree to consider and, if appropriate, agree any changes. Any changes must be in writing and signed by both parties. Until a change is agreed in writing, the latest agreed terms will apply.

Acceptance. The passage of ten working days without notice of non-acceptance by Client, or use by Client of the project deliverables or outputs (each a “Deliverable”), will constitute acceptance by Client of the Deliverable. If a Deliverable is not accepted, the Client’s notice must specify in reasonable detail the reasons that the Deliverable fails to meet the requirements described in this Agreement in all material respects. Upon receipt of such notice and confirmation by CBIZ of the Deliverable’s non-conformance with the requirements of this Agreement, CBIZ will use commercially reasonable efforts to correct the Deliverable and upon such correction will re-submit the Deliverable to Client for review. Acceptance by Client will not be unreasonably withheld.

Ownership. Client shall own the copyright in all written material originated and prepared for and delivered to the Client under this Agreement. However, CBIZ's working papers and CBIZ Confidential Information (as defined below) belong exclusively to CBIZ. The ideas, concepts, know-how, techniques, inventions, discoveries and improvements developed during the course of this Agreement by CBIZ personnel, alone or in conjunction with Client personnel, may be used by CBIZ in any way it deems appropriate, including without limitation by or for its clients or customers, without an obligation to account, notwithstanding any provision in this Agreement to the contrary. CBIZ is in the business of providing consulting services for a wide variety of clients and the Client understands that CBIZ will continue these activities. Accordingly, nothing CBIZ Risk & Advisory • 6050 Oaktree Blvd • Cleveland, OH 44131 • 866-956-1983 • www.chiz.com