Partner Setup

PARTNER AGREEMENT

The following Terms and Conditions apply to and are incorporated as a material portion of the Agreement between the below listed Partner organization ("Partner") and HR Service, Inc. ("HR Service").

Not Legal Advice - Partner acknowledges that the services rendered by HR Service pursuant to this Agreement are not legal service or legal advice but rather services like those rendered by a company's non-lawyer human resources personnel. HR Service will use its best efforts to assist Partner and Partner's clients in complying with state and federal employment laws and regulations. However, the employer, whether Partner or Partner's client, is and remains ultimately responsible for complying with all applicable laws and regulations. To this end, Partner agrees to indemnify HR Service, its directors, officers, employees, and agents from all claims, demands, actions, expenses, judgments, penalties, fines, and losses of every kind (including attorneys' fees), known or unknown, arising from or related to services rendered by HR Service.

Copyright - Partner agrees to use the materials and intellectual property provided by HR Service only for those clients of Partner that are assigned to a given service and will not allow access to such materials and intellectual property by any other party. Partner's clients will be held to the same standard as the Partner responsible. HR Service is and shall remain at all times the sole owner of materials and intellectual property provided under this Agreement whether or not such material and intellectual property is covered by a registered copyright.

Adding Clients - Partner adds clients onto desired services directly inside the Partner Portal at www.compliancelogin.com or by working with their assigned HR Service Compliance Coach.

Pricing - HR Service agrees to provide Partner with wholesale pricing when Partner handles Partner's own invoicing. Rates are based on the service elected and volume of clients assigned to ERISA and/or HR eSolutions service. Pricing is subject to change with a 30-day advance notice by HR Service and will increase each year based on COLA and other factors. Once a client of Partner is on a given service, rates will remain the same for a period of one year from the date services start. Clients of Partner who are referred to purchase ERISA or HR eSolutions provided online by HR Service will receive a 4% discount when Partner's client enters the Partner Key assigned to Partners when registering as a Partner.

Private Labeling - Partner has the option to offer ERISA eSolutions, HR eSolutions and HR as a private label product showing Partner's brand and logos and omitting any reference to HR Service, or Partner can represent HR Service as a strategic partner. Unless specified, Partner will show as a strategic partner with Partner's logo and HR Service's logo appearing on provided materials and throughout the HR and Compliance system, if applicable.

Agreement Period & Terms - When a Partner elects a given service for Partner's clients (See Schedule A, which is incorporated herein by this reference), Partner agrees to assign said clients to the program for a minimum of one year or the annual payment equivalent, except for HR Professional. Partner agrees to pay HR Service in accordance with the monthly fees agreed to for each service elected in Schedule B.

All billing cycles are monthly with payment due upon receipt and no later than 30 days after receipt. Partner is encouraged to establish direct deposit, automatic payments.

Past Due Payments - If payments are not made within 30 days after receipt, Partner agrees to pay a late fee of 5% of the unpaid balance, compounding monthly, and to pay for the cost of collections, including attorneys' fees.

The terms and conditions of this Agreement automatically renew each year on the anniversary date of this Agreement unless terminated by either party.

This Agreement shall be construed according to the laws of the state of Utah and constitutes the entire Agreement between the parties. If an action is brought to enforce or interpret any provision of this Agreement, or if either party defaults in any of the covenants or agreements herein contained, the non-prevailing party shall pay all costs and expenses, including reasonable attorneys' fees, incurred by the other party in enforcing its rights arising under this Agreement. Beside this Agreement, no oral or other representations, warranties, or agreements have been made. If any portion of this Agreement is determined to be invalid, illegal, or unenforceable, the remainder of the Agreement shall, nonetheless, remain in full force and effect. Faxed or electronic signatures are acceptable to both parties.

Schedule A – Service Options

Below are highlights of our core HR Solutions, ERISA & Reporting Solutions and Benefit Administration Solutions.

SERVICES

Schedule B – Partner Pricing

Partner can receive wholesale rates if they pay for client services. Under this wholesale pricing, Partner is invoiced monthly based on the volume of client receiving the service. If Partner elects to charge Partner's clients directly, Partner will handle the invoicing and charge any price Partner desires.

Partner Paid Invoices Discounted Rates (Monthly Rates)

Monthly rates are based on service selection and volume of clients added to a service for ERISA and HR eSolutions service.

HR Professional Pricing (Recurring Outsourced HR Manager or Professional)

Monthly rates are based on the number of hours selected for HR Professional service.

HR Projects: $250 per hour or bid on a project basis.

Training: Bid on an as needed basis.

Benefit Compliance: ACA Reporting and 5500 Reporting: Quoted on a client-by-client basis.