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<br />Client Service Agreement (FOGA) NI ATRI;
<br />g Ine5ource
<br />A Vensure Employer Services Gompany
<br />B. Matrix hereby agrees to unconditionally indemnify, hold harmless, protect and defend Client, and all affiliated entities,
<br />and all of their shareholders, employees, attorneys, officers, directors, agents and representatives from and against any and
<br />all claims demands damages, injuries, deaths, actions, costs and expenses (including attorney's fees and expenses at all
<br />levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and other consequences
<br />of any sort, arising out of the negligent or willful failure of any non -leased employee employed by Matrix at its corporate
<br />office to comply with applicable workers' compensation, withholding tax, or ERISA laws, rules and regulations.
<br />C. All indemnifications shall survive the termination of this Agreement. An "Affiliate" of any individual person,
<br />corporation, limited liability company, or other entity (collectively a "Person") means any Person directly or indirectly
<br />controlling, controlled by, or under common control with, such Person.
<br />IX. CLIENT OBLIGATIONS AND RIGHTS.
<br />A. Client shall be responsible for all of the terms and conditions of employment of Leased Employees including, but not
<br />limited to, the terms and conditions of the aspects of employment set forth in Section VLC of this Agreement. Client has
<br />the right to accept or cancel the assignment of any Leased Employee. Client agrees that in making such decisions it will
<br />at all times comply with all applicable laws. If Client terminates the assignment or employment of a Leased Employee, or
<br />if a Leased Employee resigns from employment with Client, Client shall immediately give Matrix written notice thereof.
<br />B. Client agrees that it will obtain and provide to Matrix at the end of each pay period records of actual time worked by
<br />each Leased Employee, determine and verify each Leased Employee's exempt or non-exempt status, and verify that all
<br />hours worked by Leased Employees that are reported to Matrix are accurate and are in accordance with the requirements
<br />of the Fair Labor Standards Act and other laws administered by the U.S. Department of Labor's Wage and Hour Division
<br />and any applicable state law. The information and records submitted by Client to Matrix shall become the basis for Matrix
<br />to issue all payroll checks and make payroll deposits. Matrix shall not be responsible for incorrect, improper, or fraudulent
<br />records of hours worked, or for improper determination of exempt status. If Client fails to meet the processing and
<br />payment schedule required by Matrix, the delivery of payroll checks and payroll deposits by Matrix will be delayed and an
<br />out of cycle processing charge may be billed to Client at Matrix's option. Similarly, any changes to the hours reported to
<br />Matrix after the reporting time could be subject to an out of cycle processing charge at Matrix's option.
<br />C. Client shall comply with all local, state and federal employment-related laws and regulations, including but not limited
<br />to: wage and hour laws including, without limitation, prevailing wage rate, exempt and non-exempt status, child labor,
<br />and minimum wage and overtime matters, and the Fair Labor Standards Act ("FLSA"); Immigration and Nationality
<br />Act ("INA"); right -to -know laws; environmental laws; the National Labor Relations Act; Occupational Safety and Health
<br />Act ("OSHA"); Worker Adjustment and Retraining Notification Act ("WARN"); and all other laws, rules and regulations
<br />governing race, sex, sexual harassment, retaliation, religion, national origin, color, age, veteran status, disability, marital
<br />status and union status or discrimination based on any of the foregoing or other protected classes; public access
<br />and public accommodation including, but not limited to, the Americans with Disabilities Act ("ADA"); Family and
<br />Medical Leave Act ("FMLA"); Employee Retirement Income Security Act, ("ERISA"); Health Insurance Portability and
<br />Accountability Act, ("HIPAA"); Sarbanes—Oxley Act of 2002; all privacy laws and regulations; the Fair and Accurate Credit
<br />Transactions Act of 2003; all laws governing disclosed and undisclosed benefit plans; any other law, rule, or regulation
<br />administered by the Federal Department of Labor or the Equal Employment Opportunity Commission; and all other
<br />federal, state, and local labor and employment laws, rules, and regulations (collectively, the "Employment Laws").
<br />D. Client, at Client's expense, (i) shall provide all Leased Employees with a safe working environment and proper training
<br />in compliance with OSHA and all other federal, state, and local laws, (ii) shall provide and ensure the use of all personal
<br />protective equipment, and (iii) shall comply with all health and safety laws, recommendations, directives and rules, safety
<br />programs, and safety policies as may be required or imposed by any governmental agencies with jurisdiction thereof,
<br />by Matrix, or by any workers' compensation carrier covering Leased Employees. Client represents that its working
<br />environment, equipment, macninery, supplies and training for existing employees currently meet all s#ate and federal
<br />OSHA standards and that they will be maintained in compliance with such standards.
<br />MOSFORM-FULLPEOENROLLMENTPACK 8 32020 MatrixOneSource
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