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Service A FUGA M A:Tr R i t� '0 Client Ser Agreement g t &neSource A Vensure Employer Services Company Client, and (iii) Client shall give notice to each Leased Employee (a) of the termination of this Agreement, (b) that they are no longer a Leased Employee of Matrix, (c) that they are no longer covered by Matrix's workers' compensation insurance policy, and (d) that they are solely employed by Client. Matrix may, at its option, provide the foregoing notice to Leased Employees, but any such notice shall not relieve Client of its obligation to provide such notice. Client shall immediately assume all federal, state, and local obligations of an employer to the terminated Leased Employees and shall immediately assume full responsibility for providing workers' compensation coverage. Matrix shall immediately be released from such obligations to the fullest extent permitted by law. If for any reason (whether or not required by applicable law) Matrix makes any payment to any of the Leased Employees after this Agreement has been terminated, Matrix shall be entitled to full reimbursement from the Leased Employee and from Client for such payments. The termination of this Agreement shall not relieve Client of any obligation set forth herein including, but not limited to, its payment obligations to Matrix. XI. GENERAL PROVISIONS; MISCELLANEOUS. A. Client acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement including, but not limited to, any statement made by any employee of Matrix or any independent broker or marketing agent. Client acknowledges that Matrix has made no representation concerning whether Matrix's services will improve the performance of Client's business. B. Client specifically authorizes Matrix to conduct a credit and background reference check on Client and such officers of Client as Matrix deems appropriate. C. Client may not assign this Agreement nor any of its rights or duties hereunder, or any interest herein, without the prior written consent of Matrix. Matrix and its assigns may freely assign this Agreement any number of times at any time to any entity, whether or not affiliated with Matrix, without notice to Client, and in such event, Matrix, or any other assignor hereof, shall have no further liability or obligations under this Agreement. D. All provisions of this Agreement that by their nature are intended to survive including, but not limited to, disclaimers of warranties, confidentiality obligations, limitations of liability, and indemnifications, shall survive the termination of this Agreement E. This Agreement constitutes the entire agreement between the parties with regard to this subject matter hereof, and no other agreement, statement, promise or practice between the parties relating to the subject matter shall be binding on the parties. This Agreement may be changed only by a written amendment signed by both parties. F. The failure by either party at any time to require strict performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any subsequent breach nor affect the effectiveness of this Agreement, or any part thereof, or prejudice either party as regards to any subsequent action. G. After execution of this Agreement by Client, this Agreement shall be delivered to Matrix in Duval County, Florida for execution by Matrix. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and venue for any action arising out of or in connection with this Agreement shall be exclusively in federal or state court located in Duval County, Florida. The parties hereby consent to the personal jurisdiction of such courts. H. In the event of any lawsuit or other proceeding to enforce the provisions of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorney's fees incurred at all levels of proceedings. I. Any notice or demand given hereunder shall be accomplished by the personal delivery in writing or by other delivery with proof of delivery or attempted delivery to the address set forth herein for the other party, and shall be deemed effective upon proof of attempted delivery (actual delivery to be made as soon as is practicable following attempted delivery). MOSFORM-FULLPEOENROLLMENTPACK 10 @2020 MatrlxOneSource