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I. Binding Effect. Except as otherwise provided herein, the terms and conditions of the Agreement shall remain in
<br />full force and effect. Additionally, the terms and conditions of this Addendum shall remain in full force and
<br />effect following ternunation of the Agreement.
<br />Indemnification by Plan or Plan Sponsor. To the extent permitted by law, the Plan and Plan Sponsor hereby
<br />agree to indemnify, defend, and hold hannless the Business Associate, its board of directors, officers, members,
<br />agents, employees, subcontractors, and personnel (the "Indemnities") from and against any and all claims,
<br />demands, suits, acrions, losses, expenses, costs (including reasonable attomey fees), obligations, damages,
<br />deficiencies, causes of action, and liabilities (collectively, "Claims") incurred by the Indemnities as a result of, or
<br />that are proatimately caused by, the negligence, intentional misconduct, willful malfeasance, fraud, or
<br />misrepresentation of Plan or Plan Sponsor, its employees, officers, subcontractors, and agents. The Plan or Plan
<br />Sponsor does not waive its sovereign immunity by entering into this contract and fully retains all immunities and
<br />defenses provided by law with respect to any action based on this contract.
<br />Business Associate shall provide prompt written notice of relevant information conceming the Claims to the Plan
<br />and Plan Sponsor. The Plan and Plan Sponsor shall provide such reasonable assistance (at Plan Sponsor's
<br />expense) as may reasonably be requested by Business Associate in connection with the defense of any Claim.
<br />Notwithstanding the foregoing: (1) Business Associate shall not settle any such Claim without the consent of the
<br />Plan Sponsor or the Plan, which consent shall not be unreasonably withheld, and (2) the indemnification
<br />obligations of Plan Sponsor and the Plan hereunder shall not extend to Claims ariributable solely to the gross
<br />negligence, intentional misconduct, or willful malfeasance of Business Associate.
<br />K. IndemniTication by Business Associate. Business Associate hereby agrees to indemnify, defend, and hold
<br />harmless the Plan Sponsor or the Plan, their board of directors, officers, members, agents, employees,
<br />subcontractors, and personnel (the "Indemnities") from and against any and all claims, demands, suits, actions,
<br />losses, expenses, costs (including reasonable attomey fees), obligations, damages, deficiencies, causes of action,
<br />and liabilities (collectively, "Claims") incurred by the Indemnities as a result of, or that are proximately caused
<br />by, the negligence, intentionai misconduct, willful malfeasance, fraud, or misrepresentation of Business
<br />Associate, its employees, officers, subcontractors, and agents; nothing in this secrion shall purport to indemnify
<br />or hold harmless a Plan fiduciary for any breach of his or her fiduciary duries under ERISA except where the
<br />Plan and/or the Plan Sponsor has delegated some or all of its responsibilities as to the Business Associate
<br />pursuant to the Contract..
<br />The Plan Sponsor or the Plan shall provide prompt written notice of relevant information conceming the Claims
<br />to Business Associate. Business Associate shall provide such reasonable assistance (at Business Associate's
<br />expense), as may reasonably be requested by the Plan and Plan Sponsor, in connection with the defense of any
<br />Claim. Notwithstanding the foregoing: (1) neither the Plan nor the Plan Sponsor shall settle any such Claim
<br />without the consent of Business Associate, which consent shall not be unreasonably withheld, and (2) the
<br />indemnification obligations of Business Associate hereunder shall not extend to Claims amibutable solely to the
<br />negligence, gross negligence, intentional misconduct, or willful malfeasance of the Plan or the Plan Sponsor.
<br />L. Injunction. The Parties acknowledge and agree that in the event of a breach or threatened breach by Business
<br />Associate, the Plan Sponsor, or the Plan of their duries and obligations hereunder, each of the affected Parties
<br />shall be irreparably and substantially harmed, and that remedies at law will not be an adequate remedy for such
<br />breach. Accordingiy, in such event, Business Associate, the Plan Sponsor, and the Plan shall be entitled to
<br />immediate injunctive relief against such breach or threatened breach. Such rights to injunctive relief shall be in
<br />addition to, and not in limitation of, any other legal and equitable relief available to Business Associate, the Plan
<br />Sponsor, or the Plan under applicable law.
<br />M. Counterparts. This Agreement may be executed in the original or by facsimile or other electronic means
<br />in any number of counterparts, each of which shall be deemed an original, and all of which together shall
<br />constitute one and the same instrument.
<br />N. Disputes, Venue. The parties further agree that jurisdiction and venue for any matter arising out of or
<br />pertaining to this Addendum shall be proper only in the state and dederal courts located in Orange County,
<br />NHorth Carolina and the Middle District of the State of North Carolina, and the parties hereby consent to
<br />such jurisdiction and venue.
<br />O. Waiver. The failure of the Plan Sponsor to require compliance by the Business Associate with any
<br />provisions fo this agreement or the waiver by the Plan Sponsor of any breach of this agreement shall not
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<br />Ezhibi~ C- North Carolina - BA Adde~um 9/2011
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