ERSOP® ENGAGEMENT AGREEMENT

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The undersigned Employer hereby retains SDCooper Comapny (SDCC) as a consultant and authorizes SDCC to provide services, (as indicated in the ERSOP Scenario/Get Started) necessary for the orderly administration of the Employer’s employee benefit plan(s). Employer agrees that services provided by SDCC will be subject to the review and approval of the Employer, the Plan Administrator (as defined in the appropriate Plan Documents) or their designated representatives, and authorizes SDCC to deal with it’s accountant and/or attorney as required.

Employer agrees to conform to the conditions of this agreement and the ERSOP Scenario which are subject to change by SDCC from time to time. Employer also agrees to follow the Start-Up Checklist provided upon completion of the ERSOP Process (the Start-Up Checklist is also available upon request at any time). Any deviation from this checklist may result in additional fees to the Employer in order for SDCC to complete the work necessary to fix or correct anything resulting from that deviation.

Employer warrants that no stock has been issued in the newly formed Corporation, or in the case of a pre-existing Corporation formed by someone other than SDCC, that no business activity has occurred which would alter the last issuance price of the Corporate stock. Any business activity to the contrary would require a third-party valuation to be performed BEFORE the retirement money was transferred from the Profit Sharing Plan to the Corporation, and Employer agrees they will be responsible for the completion of the valuation and the fee associated with it.

In the event of non-payment of the Annual Administration fees, services provided by SDCC will be suspended, and no administration, however urgent, will be performed until such time as payment for outstanding fees have been received by SDCC. Employer is also responsible for providing the information required by SDCC in order to complete the Annual Administration work for the Profit Sharing Plan. The information required includes, but is not limited to: Profile Update, Employee Census, monthly bank statements for the Profit Sharing Plan bank account (if any), informal valuation of the Corporation, updated and accurate stock ledger, and payment of the current administration fee. Employer also agrees and understands that any tax return completed through the Department of Labor’s electronic filing system (EFAST) will be required to be completed online using an electronic signature. Any failure to electronically sign the return before the due date is the responsibility of the Employer, and SDCC will not be held responsible for the Employer’s failure to properly complete the tax return. No reminders to sign the return are required to be provided by SDCC, and any reminder that does occur is merely a courtesy of SDCC and cannot be relied upon to happen every year.

SDCC assumes no liability for penalties, adverse tax consequences or additional costs incurred because of non-timely filing of required government reports, applications or other documents due to Employer delinquency 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, contract or named administrator. Employer hereby indemnifies SDCC against any and all claims, losses, damages, expenses and liabilities which arise or may arise in connection with the execution of Employer’s responsibilities or the exercise in discretion or from any other action or failure to act hereunder. Notwithstanding the above, it is expressly understood by the parties that SDCC shall not be indemnified for claims made arising out of SDCC’s activities not related to Employer. Employer shall provide and certify to such information required by SDCC to fulfill responsibilities hereunder, and SDCC may rely on such information without audit. By submitting the information to SDCC, Employer is verifying and validating that the information is correct and authorizes SDCC to use the information “as is.”

In event of termination of SDCC services hereunder, whether by reason of termination of the plan(s) subject of 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 cost of transferring said records to the new organization. In return for the forgoing, Employer will receive the original files maintained by SDCC with respect to the plan(s).
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