Employer agrees to conform to the conditions of this agreement, the ERSOP Scenario, and the Fee Schedule within 30 days of the date mailed, which are subject to change by SDCC from time to time. In the event of a delinquency in payment of the annual administration fees for more than 30 days from the date billed, SDCC services will be suspended, and no administration, however urgent, will be performed until such time as payment for delinquent fees have been received by SDCC.

SDCC assumes no liability for penalties, adverse tax consequences or additional costs incurred because of non-timely filling of required government reports, applications or other documents, if Employer is delinquent in providing information requested by SDCC. SDCC shall not assume responsibility or liability for actions or lack thereof of Employer's prior plan consultant, actuary, or contract or named administrator. Employer hereby indemnifies SDCC against any and all claims, losses, damages, expenses, and liabilities which result or may result in connection with the execution of Employer's responsibilities or the exercise of discretion or from any other action or failure to act hereunder, except when it is determined to be due to gross negligence or willful misconduct by SDCC. Employer shall provide and certify to such information required by SDCC to fulfill responsibilities hereunder, and SDCC may rely on such information without audit.

In the event of termination of SDCC services hereunder, whether by reason of termination of the plan(s) subject to service, or by virtue of transfer of service to a successor organization, Employer hereby agrees to become the custodian of records, and to certify to SDCC that it has received true and complete files regarding the subject plan(s). SDCC retains the right to review the files upon reasonable notice, during normal business hours, at the premises of employer or a successor service provider as appropriate, without fee or court order. Employer understands that SDCC will edit the file and remove information not relevant to the past or future administration of the plan(s). Employer acknowledges that it will comply with the federal record keeping requirement with respect to the subject plan(s). Employer hereby agrees to pay SDCC the current Records Transfer fee. In return for the foregoing, Employer will receive the original files maintained by SDCC with respect to the plan(s).