This Master Services Agreement (this “Agreement” or “MSA”) is published by (k)PlanConnect, a trade name of System 2 Innovations LLC, a Texas limited liability company, with its principal office located at 8588 Katy Freeway, Suite 320, Houston, Texas 77024 (“(k)PlanConnect” or “Administrator”). This MSA governs all professional retirement plan administration services provided by (k)PlanConnect to any Plan Sponsor that executes a Client Signature Package incorporating this MSA by reference.

The specific terms applicable to each Plan Sponsor — including the Plan Sponsor’s identity, effective date, plan details, elected services, and fee schedule — are set forth in the Client Signature Package and attached Exhibit A (Fee Schedule) executed by Plan Sponsor. Upon execution of the Client Signature Package, all terms of this MSA are incorporated into and made a part of that agreement in full.

WHEREAS, Plan Sponsor sponsors or desires to sponsor a qualified 401(k) retirement plan (the “Plan”) for the benefit of its eligible employees and their beneficiaries;

WHEREAS, (k)PlanConnect is in the business of providing third-party administration, administrative consulting, recordkeeping, payroll integration, and retirement plan consulting services to qualified retirement plans;

WHEREAS, Plan Sponsor desires to engage (k)PlanConnect to serve as the Plan’s third-party administrator, ERISA Section 3(16) Plan Administrator, ERISA Section 402(a) Administrative Consultant, and to provide the additional services described herein;

WHEREAS, (k)PlanConnect desires to accept such engagement and to provide such services, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend this Agreement to satisfy the requirements of ERISA Section 408(b)(2) regarding the disclosure of services and compensation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

Section 2.1 — Scope of TPA Services

(k)PlanConnect shall provide the following third-party administration and recordkeeping services to the Plan. Any services not expressly enumerated herein shall remain the sole responsibility of Plan Sponsor, unless otherwise agreed to in writing by the Parties. Any services to be provided by (k)PlanConnect hereunder may be provided through the utilization, by (k)PlanConnect, of qualified third-party contract services.

2.1.1   Plan Document Services

• Preparation and maintenance of the Plan Document, adoption agreement, and trust agreement using a pre-approved prototype or volume submitter document.
• Preparation and distribution of the SPD and all required summaries, updates, and amendments thereto.
• Amendment of the Plan Document as required by changes in applicable law, including the Code, ERISA, and SECURE 2.0, within a reasonable timeframe after applicable guidance is issued.
• Maintenance of a historical file of Plan Documents and amendments.

2.1.2   Annual Compliance Testing

(k)PlanConnect shall perform all required annual compliance testing, including but not limited to:

• Actual Deferral Percentage (ADP) and Actual Contribution Percentage (ACP) testing under Code Section 401(k) and 401(m);
• Top-Heavy testing under Code Section 416;
• Coverage testing under Code Section 410(b);
• Nondiscrimination testing under Code Section 401(a)(4);
• Annual Addition limitation testing under Code Section 415;
• Minimum participation testing under Code Section 401(a)(26);
• Compensation testing under Code Section 414(s);
• Maximum deductible contribution testing under Code Section 404;
• Excess deferral testing under Code Section 402(g).

(k)PlanConnect shall notify Plan Sponsor in writing of any test failures and shall provide a written description of available correction options, including the applicable correction windows and associated costs.

2.1.3   Government Reporting and Filings

• Preparation and timely filing of the Form 5500 (including all required schedules) with the DOL and IRS via the EFAST2 system. As the designated 3(16) Plan Administrator and 402(a) Administrative Consultant, (k)PlanConnect shall sign the Form 5500 on behalf of the Plan.
• Preparation of Form 5558 extension requests as needed.
• Preparation and filing of Forms 1099-R, 1096, and 945 for distributions.
• Preparation and filing of Form 8955-SSA (deferred vested participants) where applicable.
• Coordination with the Plan’s CPA auditor in the event a large-plan audit is required under ERISA. Plan Sponsor shall bear all CPA audit fees. If Plan Sponsor fails to timely retain an auditor, (k)PlanConnect may procure one and charge the cost to Plan Sponsor.

2.1.4   Recordkeeping

• Maintenance of Participant-level account balances, contribution history, vesting records, and beneficiary designations in the Recordkeeping System.
• Processing and tracking of all contribution types: employee deferrals, employer matching, employer non-elective, rollover, and after-tax (Roth) contributions.
• Monitoring and tracking of Long-Term Part-Time (LTPT) employee eligibility as required by the SECURE Act of 2019 and SECURE 2.0.
• Preparation and delivery of quarterly Participant account statements.
• 24/7 online access to Plan Sponsor and Participant account information via the (k)PlanConnect web portal.
• Processing of forfeitures and monitoring of suspense accounts in accordance with the Plan Document.

2.1.5   Participant Transactions

• Processing of Participant loan requests in accordance with the Plan’s loan policy, Plan Document, and Code Section 72(p).
• Processing of hardship distribution requests, including review for compliance with Code Section 401(k)(2)(B)(i)(IV) and applicable IRS guidance.
• Processing of required minimum distributions (RMDs) under Code Section 401(a)(9), as amended by SECURE 2.0.
• Processing of in-service withdrawals, termination distributions, death distributions, and qualified domestic relations orders (QDROs).
• Review and qualification of domestic relations orders under ERISA Section 206(d)(3).
• Processing of qualified birth or adoption distributions (QBADs) and qualified disaster distributions as permitted by applicable law.

2.1.6   Participant Notices and Disclosures

(k)PlanConnect shall coordinate the preparation and distribution of all required participant notices, including:

• Annual safe harbor notices (if applicable);
• Automatic enrollment and automatic escalation notices as required by SECURE 2.0 Section 101;
• Qualified Default Investment Alternative (QDIA) notices;
• Fee disclosure notices under DOL Regulation §2550.404a-5;
• Summary Annual Reports (SARs);
• Summaries of Material Modifications;
• Required minimum distribution notices;
• COBRA and ERISA Section 204(h) notices as applicable.

The default method of distribution for all participant notices shall be electronic in accordance with DOL electronic disclosure rules. Plan Sponsor shall bear costs for any required paper delivery.

2.1.7   SECURE 2.0 Compliance Monitoring

(k)PlanConnect shall monitor Plan compliance with applicable SECURE 2.0 provisions and shall notify Plan Sponsor in writing of required plan amendments or operational changes, including without limitation:

• Mandatory automatic enrollment requirements for new plans established after December 29, 2022 (effective plan years beginning after December 31, 2024);
• Enhanced catch-up contribution limits for participants ages 60–63 (effective 2025);
• Roth catch-up contribution requirements for highly compensated employees (effective January 1, 2026);
• LTPT employee eligibility modifications (effective plan years beginning after December 31, 2024);
• Student loan payment matching provisions (effective 2024);
• Emergency savings account (ESA) provisions (effective 2024);
• Required minimum distribution rule changes.

2.1.8   Plan Corrections

• Identification of operational or plan document defects.
• Preparation of correction analyses and presentation of correction options to Plan Sponsor, including Self-Correction Program (SCP), Voluntary Correction Program (VCP), and Audit Closing Agreement Program (Audit CAP) under IRS Revenue Procedure 2021-30.
• Preparation and submission of VCP applications where authorized by Plan Sponsor.
• Calculation and tracking of required corrective contributions.

Section 3.1 — Appointment as Administrative Consultant and Plan Administrator

By executing the Client Signature Package, Plan Sponsor hereby designates (k)PlanConnect as the Plan’s Administrative Consultant and Plan Administrator pursuant to ERISA Sections 402(a) and 3(16), respectively. This appointment is effective upon the Effective Date set forth in the Client Signature Package and shall continue until terminated in accordance with Article X hereof.

Plan Sponsor acknowledges that this designation must be reflected in an amendment to the Plan Document prior to (k)PlanConnect exercising its authority hereunder. (k)PlanConnect shall prepare such amendment for execution by Plan Sponsor. Plan Sponsor shall execute and return the Plan amendment within fifteen (15) business days of receipt.

Section 3.2 — Acknowledgment

(k)PlanConnect expressly acknowledges and accepts its status as a service provider with respect to the Plan for the functions and services described in this Article III. In performing its duties, (k)PlanConnect shall:

• Act solely in the interest of Plan Participants and Beneficiaries and for the exclusive purpose of providing benefits and defraying reasonable Plan expenses;
• Act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
• Act in accordance with the documents and instruments governing the Plan insofar as such documents are consistent with ERISA and the Code;
• Avoid engaging in any prohibited transactions under ERISA Section 406 or Code Section 4975 without an applicable exemption.

Section 3.3 — ERISA Section 3(16) Plan Administrator Functions

As the ERISA Section 3(16) Plan Administrator, (k)PlanConnect shall perform the following administrative functions on behalf of the Plan:

3.3.1   Plan Document Administration

• Verify that the Plan Document is in place and complies with applicable law.
• Verify that the Plan Document is amended as required by new legislation, regulations, and mandatory restatements.
• Maintain a record of historical Plan Documents, to the extent such documents exist and are provided to (k)PlanConnect.

3.3.2   Form 5500 Signing Authority

Pursuant to its appointment as the Section 3(16) Plan Administrator and Section 402(a) Administrative Consultant, (k)PlanConnect is expressly authorized to, and shall, sign the Form 5500 Annual Return/Report (and all required schedules) on behalf of the Plan in the capacity of “Plan Administrator” as that term is used on the Form 5500. (k)PlanConnect shall file the Form 5500 via EFAST2 no later than the last day of the seventh month after the close of each Plan Year, or by the extended due date if a timely Form 5558 extension is filed. (k)PlanConnect shall retain a signed copy of each Form 5500 filed on behalf of the Plan.

3.3.3   Service Provider Oversight

• Oversee hiring and monitoring of service providers engaged on behalf of the Plan.
• Review vendor fee disclosures under ERISA Section 408(b)(2) and assess the reasonableness of fees charged by Plan service providers, other than investment advisors.
• Monitor service provider performance and report findings to Plan Sponsor on an annual basis.

3.3.4   Claims and Benefit Determinations

• Establish and maintain an ERISA-compliant claims and appeals procedure as required by ERISA Section 503 and DOL Regulation §2560.503-1.
• Implement determination protocols and process properly presented claims in accordance with the Plan Document and ERISA.
• Review and respond to appeals in a timely manner in accordance with ERISA’s claims procedure regulations.

(k)PlanConnect shall not, hereunder, be obligated to (i) institute, defend or otherwise involve itself in compliance proceedings, tax proceedings, or proceedings before any type of governmental or quasi-judicial boards, (ii) furnish legal or tax advice to Plan Sponsor or any claimant, or (iii) participate in any function or activity prohibited by law, rule, or regulation.

Except as otherwise provided in any rules or procedures agreed to in writing by the parties, each administrative act, decision, and interpretation by (k)PlanConnect (including any errors, clerical or otherwise), undertaken in good faith and in the exercise of reasonable care and caution, shall be binding upon Plan Sponsor.

3.3.5   Annual Plan Governance Review

• Establish and maintain a Plan governance checklist and calendar.
• Provide Plan Sponsor with an annual compliance review report documenting Plan operations, compliance status, and service provider performance.
• Review and report on the reasonableness of Plan fees on an annual basis.

Section 3.4 — ERISA Section 402(a) Administrative Consultant Functions

As the ERISA Section 402(a) Administrative Consultant, (k)PlanConnect shall have overall authority to control and manage the operation and administration of the Plan, including the following specific functions:

• Selection, retention, and oversight of non-investment service providers to the Plan (recordkeepers, custodians, actuaries, accountants, and other service providers not otherwise retained directly by Plan Sponsor);
• Execution of documents on behalf of the Plan Administrator, including the Form 5500;
• Establishment and enforcement of the Plan’s operational procedures and administrative policies;
• Interpretation of Plan terms as necessary to administer the Plan in a consistent and non-discriminatory manner;
• Delegation of specific administrative functions to qualified service providers, subject to the Administrator’s ongoing monitoring obligations.

Section 3.5 — Retained Responsibilities of Plan Sponsor

Notwithstanding the foregoing, the following functions and responsibilities are expressly retained by Plan Sponsor and are NOT delegated to (k)PlanConnect under this Agreement:

• Making all decisions regarding Plan design, including the selection of contribution formulas, vesting schedules, eligibility requirements, and optional Plan features;
• Executing Plan amendments that require Plan Sponsor signature as the plan settlor;
• Timely remittance of all employee deferrals and employer contributions to the Plan’s custodian in accordance with DOL regulations (no later than the earliest date on which such amounts can reasonably be segregated from the employer’s general assets, and in no event later than the 15th business day of the month following the month of withholding);
• Timely remittance of loan repayments withheld from employee payroll;
• Selection, retention, and compensation of the Plan’s investment custodian and any 3(38) investment manager;
• Providing (k)PlanConnect with timely, accurate, and complete participant census and payroll data in the format and at the intervals specified by (k)PlanConnect;
• Notifying (k)PlanConnect in writing of any ownership changes, mergers, acquisitions, affiliated service group changes, controlled group changes, or other employer organizational events within thirty (30) calendar days of occurrence;
• Maintaining a fidelity bond as required by ERISA Section 412;
• Forwarding any IRS or DOL correspondence, notices, or audit letters to (k)PlanConnect within forty-eight (48) hours of receipt;
• Resolving all employment-related determinations, including employment dates, compensation classifications, and hours of service.

Section 4.1 — Payroll Upload and Data Maintenance

(k)PlanConnect shall provide payroll integration services to facilitate the timely processing of Participant contribution deferrals and loan repayments. Such services shall include:

• Receipt and processing of payroll contribution files in a format mutually agreed upon by the Parties;
• Upload and reconciliation of contribution data to the Recordkeeping System;
• Coordination with the Plan’s custodian to facilitate timely deposit of contributions;
• Monitoring of contribution file submissions and notification to Plan Sponsor of any data discrepancies or missing submissions.

Section 4.2 — Plan Sponsor Payroll Responsibilities

Plan Sponsor assumes sole responsibility for the accuracy and timeliness of all payroll data provided to (k)PlanConnect. Plan Sponsor acknowledges that:

• It is the Plan Sponsor’s obligation to verify that all ACH pulls, debits, and contribution remittances initiated by (k)PlanConnect on Plan Sponsor’s instructions are accurate;
• (k)PlanConnect shall not be liable for errors resulting from inaccurate, incomplete, or untimely payroll data provided by Plan Sponsor;
• (k)PlanConnect shall not be responsible for any ACH or debit that was not initiated due to missing data, initiated in error due to incorrect data, processed for an incorrect amount, or duplicated, where such error is attributable to data or instructions provided by Plan Sponsor;
• Should any payroll processing error be brought to (k)PlanConnect’s attention, (k)PlanConnect shall use commercially reasonable efforts to correct such error as promptly as practicable.

Section 5.1 — Consulting Included in All Plans

Retirement plan consulting services are included as a standard component of all service arrangements under this Agreement at no separate charge. Consulting is provided as part of (k)PlanConnect’s integrated service offering and encompasses the following:

• Guidance on Plan design features, including safe harbor provisions, vesting schedules, eligibility, automatic enrollment structures, and contribution formulas;
• Assistance evaluating and selecting third-party service providers (other than investment advisors), including custodians and recordkeepers;
• Management of communications between Plan service providers and Plan Sponsor;
• Coordination of Participant enrollment and onboarding processes;
• General administrative and operational guidance on Plan compliance matters within the scope of (k)PlanConnect’s TPA and administrative functions.

Section 5.2 — Scope Limitations

Consulting services are limited to retirement plan administration and operational guidance. The following services are expressly outside the scope of consulting included under this Agreement and, if requested, will be billed as out-of-scope services:

• Legal advice, legal opinions, or preparation of legal documents (other than Plan Documents prepared in (k)PlanConnect’s capacity as TPA);
• Accounting, tax preparation, or actuarial services;
• Employment law guidance or human resources consulting;
• Services related to plan types not covered by this Agreement (e.g., defined benefit plans, 403(b) plans, nonqualified deferred compensation arrangements);
• Investment advice;
• Litigation support, expert witness services, or government audit representation beyond standard compliance correction assistance.

Section 5.3 — No Investment Advice

(k)PlanConnect does not provide investment advice, investment recommendations, or securities recommendations of any kind under this Agreement or otherwise. Nothing contained in this Agreement, and nothing communicated by (k)PlanConnect’s personnel in the course of performing the Services, shall be construed as investment advice, a recommendation to purchase or sell any security, or financial planning advice within the meaning of the Investment Advisers Act of 1940 or any applicable state law.

Any information provided by (k)PlanConnect regarding investment options, fund lineups, or investment service providers is for general informational and administrative purposes only. Plan Sponsor acknowledges that all investment decisions — including selection of the Plan’s designated investment alternatives — are solely the responsibility of Plan Sponsor or any separately retained ERISA Section 3(38) investment manager. (k)PlanConnect expressly disclaims any fiduciary responsibility for Plan investment decisions.

Section 5.4 — Indemnification for Consulting Reliance

Plan Sponsor acknowledges that consulting guidance provided by (k)PlanConnect is based solely on information furnished by Plan Sponsor and its agents, and on (k)PlanConnect’s professional interpretation of applicable law as it exists at the time such guidance is provided. (k)PlanConnect does not warrant that consulting guidance constitutes legal, financial, or investment advice or that reliance thereon will ensure compliance with all applicable federal, state, or local laws. Plan Sponsor agrees to indemnify, defend, and hold harmless (k)PlanConnect from and against any claims, losses, or liabilities arising from Plan Sponsor’s reliance on consulting guidance provided under this Agreement, except to the extent such claims arise from (k)PlanConnect’s own gross negligence or willful misconduct.

Section 6.1 — Service Fees

Plan Sponsor shall pay (k)PlanConnect the fees set forth in Exhibit A (Fee Schedule) attached to the Client Signature Package. The Fee Schedule may include any or all of the following fee structures:

Section 6.2 — Fee Disclosure (ERISA Section 408(b)(2))

(k)PlanConnect acknowledges its status as a “covered service provider” under DOL Regulation §2550.408b-2. (k)PlanConnect shall provide Plan Sponsor with all required fee disclosures, including its direct and indirect compensation, in accordance with applicable DOL regulations.

If (k)PlanConnect receives sub-transfer agency (sub-T/A) fees, revenue sharing, or similar indirect compensation from fund companies, custodians, or investment managers in connection with the Plan, (k)PlanConnect shall disclose such amounts to Plan Sponsor. The specific compensation arrangements applicable to each client engagement — including any compensation received in connection with a Plan Sponsor’s election of a 3(38) investment manager — are disclosed in Exhibit A and the Client Signature Package.

Section 6.3 — Payment Terms

• (k)PlanConnect shall invoice Plan Sponsor at the beginning of each quarter for services to be rendered during that quarter.
• Plan Sponsor authorizes (k)PlanConnect to collect fees by ACH debit from Plan Sponsor’s designated bank account, or by credit card on file, at the beginning of each quarter per the payment authorization in Exhibit A.
• Alternatively, and upon (k)PlanConnect’s written approval, fees may be deducted directly from Plan assets. Plan Sponsor specifically authorizes the Plan’s investment custodian to deduct fees from Plan assets upon instruction from (k)PlanConnect.
• If fees are not timely received by (k)PlanConnect within thirty (30) calendar days of the invoice date, (k)PlanConnect reserves the right to (a) deduct such fees from Plan assets, (b) suspend the provision of services, or (c) treat such non-payment as a basis for termination under Article X.

Section 6.4 — Fee Amendments

(k)PlanConnect may amend its fees upon no less than sixty (60) days’ advance written notice to Plan Sponsor. If Plan Sponsor objects to a fee increase, Plan Sponsor may terminate this Agreement pursuant to Article X during such notice period.

Section 6.5 — Out-of-Scope Services

All services requested of (k)PlanConnect that are outside the scope of this Agreement shall be billed at the hourly rate specified in Exhibit A, or any other reasonable rate based on the level of professional expertise required. (k)PlanConnect shall notify Plan Sponsor in advance of undertaking any material out-of-scope work and shall provide an estimated cost for Plan Sponsor’s approval.

Section 7.1 — Plan Sponsor Data Obligations

Plan Sponsor shall timely provide to (k)PlanConnect all data necessary for (k)PlanConnect to perform its Services, including without limitation: Participant names, dates of birth, dates of hire, dates of termination, mailing and email addresses, compensation, hours of service, employee contribution amounts, and employer contribution amounts. Such data shall be provided electronically at pre-approved intervals and in a pre-approved format.

Plan Sponsor assumes full responsibility for any errors, omissions, or delays in providing required data, and for any resulting errors in Plan administration. (k)PlanConnect shall be entitled to rely, without independent investigation, upon written or oral information provided by Plan Sponsor or Plan Sponsor’s authorized agents.

Section 7.2 — Record Retention

(k)PlanConnect shall maintain all Plan files, reports, and records for a minimum of six (6) years following the end of the Plan Year to which such records relate. Upon the expiration of the applicable retention period, or upon termination of this Agreement if earlier, records shall be destroyed unless Plan Sponsor provides written advance request that records be transferred to Plan Sponsor at Plan Sponsor’s expense.

Section 7.3 — Confidentiality

Each Party agrees to hold in strict confidence all Confidential Information of the other Party. “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, including Plan data, Participant records, proprietary systems and methodologies, pricing, and business strategies. Neither Party shall disclose Confidential Information to any third party, other than valid third-party service providers hereunder, without the prior written consent of the disclosing Party, except as required by law, regulatory inquiry, or court order. This obligation shall survive the termination of this Agreement.

Section 7.4 — Cybersecurity and Data Protection

(k)PlanConnect shall implement and maintain administrative, technical, and physical safeguards designed to protect Participant data against unauthorized access, use, or disclosure, consistent with DOL Compliance Assistance Release No. 2021-01 and reasonable cybersecurity guidance. (k)PlanConnect shall promptly notify Plan Sponsor of any known or suspected breach of Participant data, and shall cooperate fully in any investigation and remediation efforts. Plan Sponsor shall implement reasonable cybersecurity controls within its own organization to protect Plan-related data in its possession.

Section 8.1 — Limitation of (k)PlanConnect’s Liability

(k)PlanConnect’s liability to Plan Sponsor, the Plan, Participants, and Beneficiaries, arising under or in connection with this Agreement shall be limited solely to acts and omissions within the scope of the Services expressly undertaken by (k)PlanConnect pursuant to this Agreement, and only to the extent such acts or omissions constitute gross negligence, willful misconduct, or a material breach of this Agreement by (k)PlanConnect.

(k)PlanConnect shall not be liable for:

• Any event, defect, or liability arising prior to the Effective Date of this Agreement;
• Any error or deficiency resulting from inaccurate, incomplete, or untimely data or instructions provided by Plan Sponsor or Plan Sponsor’s agents;
• Any action or omission taken at the express written direction of Plan Sponsor;
• The investment performance or returns of any Plan investment option;
• Any failure by Plan Sponsor to timely remit contributions, loan repayments, or other amounts to the Plan;
• Any matter outside the scope of Services expressly assumed by (k)PlanConnect under this Agreement;
• Force majeure events, including natural disasters, government actions, cyberattacks, or other events beyond (k)PlanConnect’s reasonable control.

Section 8.2 — Liability Cap

Notwithstanding any other provision of this Agreement, the maximum aggregate liability of (k)PlanConnect to Plan Sponsor arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees actually paid by Plan Sponsor to (k)PlanConnect during the twelve (12) calendar months immediately preceding the event giving rise to the claim. This limitation applies to all claims collectively, not per claim. This cap shall not apply to claims arising from (k)PlanConnect’s fraud or intentional misconduct.

Section 8.3 — Mutual Indemnification

(a) Indemnification by Plan Sponsor. Plan Sponsor shall indemnify, defend, and hold harmless (k)PlanConnect, System 2 Innovations LLC, and their respective officers, employees, agents, and successors from and against any and all claims, losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees and court costs) arising from or related to: (i) Plan Sponsor’s breach of this Agreement; (ii) Plan Sponsor’s failure to perform any retained obligation hereunder; (iii) inaccurate or incomplete data or instructions provided by Plan Sponsor; (iv) Plan Sponsor’s failure to timely remit contributions; or (v) any matter for which Plan Sponsor retains responsibility under Section 3.5. This indemnification shall not apply to claims arising from (k)PlanConnect’s own gross negligence, willful misconduct, or fraud.

(b) Indemnification by (k)PlanConnect. (k)PlanConnect shall indemnify, defend, and hold harmless Plan Sponsor and its officers, employees, and agents from and against any and all claims, losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) (k)PlanConnect’s gross negligence or willful misconduct in performing the Services; (ii) (k)PlanConnect’s material breach of this Agreement; or (iii) (k)PlanConnect’s breach of its duties under ERISA as expressly assumed pursuant to Article III.

(c) Survival. The indemnification obligations set forth in this Section 8.3 shall survive the termination or expiration of this Agreement.

Section 8.4 — Errors and Omissions and Fiduciary Liability Insurance

(k)PlanConnect represents and warrants that it maintains, and shall maintain throughout the term of this Agreement, the following insurance coverages:

• Errors and Omissions (E&O) liability insurance in amounts reasonable and customary for a firm providing services of this nature and scope; and
• Fiduciary liability insurance covering (k)PlanConnect’s obligations under this Agreement.

(k)PlanConnect shall provide Plan Sponsor with evidence of such insurance coverage upon written request. Plan Sponsor is solely responsible for maintaining a fidelity bond as required by ERISA Section 412.

Section 9.1 — (k)PlanConnect Representations

(k)PlanConnect represents and warrants that:

• It is a duly organized and validly existing Texas limited liability company, authorized to conduct business in the State of Texas;
• It has full legal power and authority to enter into and perform this Agreement;
• It will perform the Services in compliance with ERISA, the Code, and all applicable federal and state laws and regulations;
• Its personnel assigned to perform services under this Agreement have experience and knowledge of ERISA and qualified retirement plan administration;
• It will notify Plan Sponsor promptly of any material change in its legal status, ownership, or financial condition that may affect its ability to perform the Services.

Section 9.2 — Plan Sponsor Representations

Plan Sponsor represents and warrants that:

• It has full legal power and authority to enter into and perform this Agreement, and to designate (k)PlanConnect as Administrative Consultant and Plan Administrator;
• The Plan is or will be a qualified plan under Code Section 401(a) and a tax-exempt trust under Code Section 501(a), and Plan Sponsor will use commercially reasonable efforts to maintain such qualification;
• It will fully and timely comply with all obligations retained by Plan Sponsor under this Agreement, including the timely remittance of contributions and the provision of accurate participant data;
• It will promptly notify (k)PlanConnect of any IRS or DOL investigation, audit, or inquiry related to the Plan.

Section 10.1 — Term

This Agreement shall commence on the Effective Date set forth in the Client Signature Package and shall remain in effect through the end of the Plan Year in which it is executed. This Agreement shall automatically renew at the beginning of each succeeding Plan Year unless terminated as provided in this Article X.

Section 10.2 — Termination for Cause

Either Party may terminate this Agreement immediately upon written notice “for cause.” For purposes of this Agreement, “cause” shall mean:

• The other Party’s material breach of this Agreement that remains uncured for thirty (30) days after written notice of such breach is provided;
• The other Party’s adjudication as bankrupt, insolvency, or assignment for the benefit of creditors;
• The other Party’s demonstrated commission of fraud, willful misconduct, or a criminal offense;
• The other Party’s demonstrated violation of any federal or state law or regulation that materially impairs its ability to perform its obligations hereunder; or
• Plan Sponsor’s failure to timely pay fees due under this Agreement within thirty (30) days after written notice of delinquency.

Section 10.3 — Termination Without Cause

Either Party may terminate this Agreement without cause upon sixty (60) days’ prior written notice to the other Party. Such notice shall specify the effective date of termination. In accordance with ERISA’s requirements for plan service contracts, no penalty shall be assessed for termination without cause upon the required notice.

Section 10.4 — Automatic Reversion of Administrative Roles Upon Notice

Upon delivery of written termination notice by either Party (the “Reversion Date”), regardless of the reason for termination, all appointments and delegations made under this Agreement shall automatically and immediately revert to Plan Sponsor, including the role of Plan Administrator under ERISA Section 3(16)(A), the role of Administrative Consultant under ERISA Section 402(a)(2), all Form 5500 signing authority, and all administrative trustee authority. By executing the Client Signature Package, Plan Sponsor: (a) acknowledges that it will automatically resume all such roles on the Reversion Date; (b) accepts such reversion in advance; and (c) agrees that no further written acceptance or acknowledgment from Plan Sponsor is required to effectuate the reversion.

(k)PlanConnect shall acknowledge receipt of any termination notice in writing within twenty-four (24) hours of receipt, confirming the date and time of receipt as the Reversion Date. (k)PlanConnect’s liability shall cease as of the Reversion Date with respect to acts occurring after that date. (k)PlanConnect remains responsible for its acts and omissions during the period it held each applicable role prior to the Reversion Date.

Section 10.5 — Transition Assistance

Upon termination of this Agreement for any reason, (k)PlanConnect shall: (a) cooperate in the transition to a successor service provider; (b) promptly deliver to Plan Sponsor or its successor service provider all Plan records, files, and data in (k)PlanConnect’s possession, in the format utilized by (k)PlanConnect; (c) cooperate in good faith to facilitate a smooth transition of Plan administration.

Plan Sponsor shall pay (k)PlanConnect for all Services rendered through the effective date of termination, and for reasonable out-of-pocket transition costs. Any prepaid and unearned fees shall be promptly refunded.

Section 11.1 — Independent Contractors

The Parties enter into this Agreement as independent contractors. Neither Party is an employee, agent, partner, joint venturer, or legal representative of the other. Neither Party shall have the authority to bind the other to any third-party obligation except as specifically authorized herein.

Section 11.2 — Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of laws principles, except to the extent superseded by ERISA or other applicable federal law. ERISA shall govern any matter relating to the duties, obligations, and liabilities assumed by (k)PlanConnect under this Agreement. Subject to Section 11.3, jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be exclusively in the state and federal courts of Harris County, Texas.

Section 11.3 — Dispute Resolution — Mandatory Arbitration

Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, which are incorporated by reference herein. The arbitration shall be held in Houston, Texas, or such other location as the Parties may mutually agree. The arbitration shall be conducted before a single arbitrator, unless the amount in controversy exceeds $500,000, in which case a panel of three arbitrators shall be used. All arbitrators shall be selected from a panel of persons having experience with and knowledge of ERISA and qualified retirement plan administration.

Each Party shall bear its own costs and attorneys’ fees, and the Parties shall equally share the arbitrators’ and AAA administrative fees. The arbitrator(s) shall have no authority to award punitive, exemplary, or consequential damages. Any award against (k)PlanConnect shall not exceed the liability cap set forth in Section 8.2. The decision of the arbitrator(s) shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

With the exception of actions for unpaid fees and collections, all claims must be submitted to arbitration within one (1) year of the event giving rise thereto. Failure to timely submit a claim constitutes an absolute bar and waiver of any right to pursue such claim. All aspects of any arbitration proceeding shall be treated as strictly confidential. This Section 11.3 shall survive the termination of this Agreement.

Section 11.4 — No Assignment

Except as otherwise provided herein, neither Party may assign this Agreement, or any rights or obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any purported assignment in violation of this provision shall be null and void. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Parties.

Section 11.5 — Entire Agreement

This Agreement, together with the Client Signature Package and all exhibits incorporated therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, warranties, understandings, and agreements between the Parties, whether written or oral.

Section 11.6 — Amendments

This Agreement may not be modified, amended, or supplemented except by a written instrument signed by duly authorized representatives of both Parties. Notwithstanding the foregoing, (k)PlanConnect may amend its fees in accordance with Section 6.4 upon sixty (60) days’ written notice. (k)PlanConnect reserves the right to update this MSA from time to time; updated versions will be published at a new version URL and will not affect engagements executed under a prior version.

Section 11.7 — Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

Section 11.8 — Waiver

No failure or delay by either Party to exercise any right or remedy under this Agreement shall operate as a waiver thereof. No waiver of any breach of this Agreement shall be construed as a waiver of any subsequent breach.

Section 11.9 — Notices

All notices under this Agreement shall be in writing and delivered by (a) certified mail, return receipt requested; (b) overnight courier; or (c) email with confirmed receipt, to the addresses set forth in the Client Signature Package. Notice shall be deemed given upon actual receipt.

Section 11.10 — Counterparts

The Client Signature Package incorporating this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

Section 11.11 — Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond such Party’s reasonable control, including acts of God, natural disasters, pandemics, government orders, power outages, cyberattacks, or other force majeure events. The affected Party shall promptly notify the other Party and shall use commercially reasonable efforts to resume performance as soon as practicable.

Section 11.12 — Audit Rights

Plan Sponsor shall have the right, upon thirty (30) days’ prior written notice, to audit (k)PlanConnect’s performance of the Services no more than once per Plan Year, at Plan Sponsor’s expense. (k)PlanConnect shall cooperate fully with any such audit and shall provide reasonable access to records, personnel, and systems.

Section 11.13 — Non-Solicitation

During the term of this Agreement and for a period of twenty-four (24) months following the termination hereof, neither Party shall directly solicit for employment any employee of the other Party who was involved in the performance of this Agreement, without the prior written consent of the other Party. This provision shall not prohibit general public advertising not targeted at the other Party’s employees.

Section 12.1 — Use of Technology Platforms

(k)PlanConnect utilizes proprietary and third-party technology platforms, software systems, and automated tools in the delivery of its Services. These platforms may include workflow automation, data processing, compliance monitoring, document preparation, and participant communication systems. The use of such technology is internal to (k)PlanConnect’s operations and is part of how (k)PlanConnect delivers efficient, accurate, and compliant plan administration services.

No technology platform used by (k)PlanConnect receives compensation from Plan assets, from Plan Sponsor, or in any form tied to Plan assets under management, participant counts, or investment performance. All technology costs are borne solely by (k)PlanConnect as internal operating expenses and are not charged separately to the Plan or Plan Sponsor beyond the fees set forth in Exhibit A.

Section 12.2 — Human Oversight of All Service Functions

Notwithstanding the use of automated or technology-assisted tools, (k)PlanConnect represents and warrants that all Service functions assumed by (k)PlanConnect under this Agreement — including benefit determinations, Form 5500 signing, compliance testing conclusions, QDRO qualifications, and loan and distribution approvals — are reviewed, validated, and executed by qualified human professionals at (k)PlanConnect. No automated system exercises final discretionary authority over any decision affecting the Plan, its assets, or its Participants and Beneficiaries.

(k)PlanConnect maintains documented internal oversight protocols governing the validation of technology-assisted outputs prior to their use in plan administration. These protocols are available for review by Plan Sponsor upon written request.

Section 12.3 — Data Protection and Security Standards

(k)PlanConnect implements and maintains administrative, technical, and physical safeguards designed to protect Plan Participant personally identifiable information (“PII”) and Plan financial data against unauthorized access, use, disclosure, alteration, or destruction. These safeguards are consistent with DOL Compliance Assistance Release No. 2024-01 and include:

• A formal, documented cybersecurity program with defined access controls and security policies;
• Encryption of Plan Participant data at rest and in transit;
• Annual security risk assessments and periodic penetration testing;
• Employee training on data security and privacy practices;
• A documented incident response plan, including a commitment to notify Plan Sponsor within forty-eight (48) hours of any known or suspected breach involving Plan Participant data.

(k)PlanConnect contractually requires that any third-party technology vendor with access to Plan Participant data maintain equivalent security standards, including data processing agreements that prohibit the use of Plan data for any purpose other than the delivery of services to (k)PlanConnect, and that prohibit the sale, licensing, or transfer of Plan Participant data to any unaffiliated third party.

Section 12.4 — Data Use for Service Improvement

(k)PlanConnect uses Plan Participant data processed through its technology systems to deliver the Services described in this Agreement and to continuously improve the quality, accuracy, and efficiency of those Services for Plan Sponsor. This includes the use of Plan data to train, refine, and improve the technology models that power (k)PlanConnect’s service delivery platform. Such use is subject to the following restrictions:

• Plan Participant data is used solely to improve the technology model supporting (k)PlanConnect’s services — it is not used to train models deployed for the benefit of unrelated third parties or other organizations;
• Plan Participant data is not sold, licensed, or otherwise transferred to any third party for commercial purposes;
• Plan Participant data is not shared with other (k)PlanConnect clients or used in any manner that would identify or expose individual Participants to parties outside the Plan;
• All data used for model improvement remains subject to the security, encryption, and retention standards described in Section 12.3.

Section 12.5 — Plan Sponsor Data Disclosure Responsibility

(k)PlanConnect’s privacy and data use obligations are exclusively to Plan Sponsor under this Agreement. Plan Sponsor, as the employer and the party with a direct legal relationship with its employees (Plan Participants), is solely responsible for making any disclosures to its employees regarding the use of their personal data that are required by applicable federal or state law, including without limitation the Texas Data Privacy and Security Act, the California Consumer Privacy Act, or any other state comprehensive data privacy law applicable to Plan Sponsor’s employees based on their state of residence.

To assist Plan Sponsor in fulfilling this obligation, (k)PlanConnect will provide, upon written request, a plain-language summary describing how Plan Participant data is collected, processed, and used in connection with the Services. Plan Sponsor acknowledges that it has been informed of (k)PlanConnect’s data use practices as described in this Article XII and assumes responsibility for any employee-facing disclosures required as a result.

Section 12.6 — Audit Trail and Record Integrity

(k)PlanConnect maintains complete and retrievable audit logs of all material plan administration actions performed through its technology systems. Such logs are retained for a minimum of six (6) years from the date of creation and are available to Plan Sponsor and authorized regulatory agencies upon written request. The integrity and availability of these records is not dependent on any single technology platform, and (k)PlanConnect maintains appropriate data continuity and backup procedures to ensure record accessibility in the event of a technology disruption.