recommended changes to that internal control system. Client agrees to provide reasonable workspace, administrative support, and other support, which are necessary to perform the Services. Client agrees to perform in a timely fashion those tasks and provide the personnel agreed to by the parties. Client personnel assigned to work on matters related to this engagement will be qualified for the tasks for which they are assigned. CBIZ’s performance is dependent on Client carrying out its responsibilities as set out in this Agreement. Client’s failure to satisfy its responsibilities under this Agreement may lead to an increase in our fees, depending upon the extent to which we have to perform more work ourselves or reschedule our commitments to deliver the Services, or our inability to provide the Services. Should Client fail to perform any of its obligations under this Agreement, CBIZ Risk and Advisory Services shall not be responsible for any delay or other consequences due to such failure.

III. Fees and Payment.

Client shall pay CBIZ the fees set forth in the Engagement Letter. All charges are exclusive of expenses as indicated in the Engagement Letter. Client shall also be responsible for paying any taxes (such as applicable sales taxes, duties or goods and services taxes) for which it is legally liable arising from this Agreement at the rate in force at the date the liability arises. All invoices will be due within thirty (30) of receipt.

IV. Term and Termination

• A.Term of Agreement. This Agreement will apply from the commencement date stated in the Engagement Letter. If CBIZ commenced the performance of the Services prior to the execution of this Agreement, this Agreement shall nonetheless cover the performance of such Services. This Agreement will continue until the services and deliverables have been provided unless it is terminated earlier in accordance with the terms set out elsewhere herein. The following sections of this Agreement will survive completion of the Services or its earlier termination: Confidentiality, Ownership, Limitation of Liability, Warranties, and such other provisions of this Agreement which by their nature are intended to survive.
• B.Termination. Either party may terminate this Agreement upon 30-day written notice to the other party. Client will be responsible for fees and expenses incurred through the date that this termination notice is received.

V. Limited Warranties.

CBIZ warrants that the Services will be performed and supervised by qualified personnel. Notwithstanding anything to the contrary contained in this agreement, ALL SERVICES PROVIDED HEREUNDER BY CBIZ ARE PROVIDED "AS IS" AND "WITH ALL FAULTS," AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CBIZ HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF EVERY KIND, WHETHER EXPRESS OR IMPLIED, OR WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF

CBIZ Risk & Advisory • 6050 Oaktree Blvd. • Cleveland, OH 44131 • 866-956-1983 • www.cbiz.com