2015-562-E HR - Selerix Systems, Inc. for ACA Subscription Agreement

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DocuSign Envelope ID:OEOA76BA-2BO7-4AD5-99B1-F7542931DD8A • SELERIX will provide a standard template with documentation that outlines the hourly data required in SELERIX's ACA Reporting Module. To the extent SUBSCRIBER needs SELERIX's assistance in configuring the hours-worked eligibility upload file, SELERIX's services in providing such assistance will be billed at the rates and in the manner described in Section 7(b) below. • SELERIX's ACA Reporting Module will produce system-generated reports that identify employees who are newly eligible for benefits or have ceased to be benefit eligible. • SELERIX's provision to SUBSCRIBER of the ACA Reporting Module will not include any consulting services or support services. SUBSCRIBER may obtain these additional services from SELERIX on terms mutually agreeable to SELERIX and SUBSCRIBER as documented in a written agreement separate from this Agreement. SUBSCRIBER's obligation to SELERIX: • SUBSCRIBER will prepare and regularly upload into SELERIX's ACA Reporting Module SUBSCRIBER's hours-worked data concerning its employees using the SELERIX standard template. • SUBSCRIBER represents to SELERIX that its employees currently using the Licensed Product have received sufficient training to use the Licensed Product to its full functionality, including attending classroom instruction for implementation training. Further, SUBSCRIBER represents its employees will continue their training by attending webinars offered by SELERIX to assist such employees in becoming proficient in building and supporting cases on the Licensed Product's system. • NOTWITHSTANDING THE FOREGOING HOWEVER, SELERIX SHALL NOT BE REQUIRED TO ENGAGE IN ANY COMMUNICATIONS WITH ANY EMPLOYEES OF SUBSCRIBER. (c) Enhanced ACA Services. SELERIX has arranged for NavigateHCR to provide to SUBSCRIBER certain additional services with respect to ACA compliance ("Enhanced Services") so long as SUBSCRIBER agrees to the additional services and enters into an agreement with NavigateHCR concerning such additional services. NavigateHCR provides the following services: (i) Advice on how to analyze and select the proper"Measurement Period" appropriate for an individual business via a hotline service. (ii) Review and filing of the year end IRS forms data including the individual 1094B, 1094C, 1095B, and 1095C. NavigateHCR is an approved IRS electronic filer. A separate NavigateHCR Agreement provided by NavigateHCR must be executed by SUBSCRIBER in order for SUBSCRIBER to be provided the "Enhanced Services". SELERIX makes no representations or warranties concerning the additional services provided by NavigateHCR. (d) Technical Support Services. Should SUBSCRIBER need technical support assistance in setting up the ACA Reporting Module, SELERIX will provide that assistance under the terms and for the fees described in Section 7(b) below. 2. Confidentiality (a)Confidential Information. As used herein, "SUBSCRIBER's Confidential Information" means, subject to the exceptions set forth in subsection (c) and (d) hereof, any information or data, regardless of whether it is in tangible form, disclosed by SUBSCRIBER directly to SELERIX that SUBSCRIBER has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty(30) days of disclosure to SELERIX or which would be apparent to a reasonable person to be of a confidential or proprietary nature, the maintenance of which is important to SUBSCRIBER; unless such information is the subject of any of the exceptions set forth in Section 2 (c)and (d) hereof. All Confidential Information shall remain the property of the disclosing party during the term of this agreement and thereafter. ACA SUBSCRIPTION AGREEMENT—EMPLOYER AUTHORIZED USER PAGE 2