CSD-RT RFP Recordkeeping_Administration Services Response 3-

governed by and enforced under the laws of the State of ___________________; or if no

state is designated, the laws of the state of the Employer’s principal place of business.

Entire Agreement; Modifications

. This Agreement supersedes all prior agreements,

written or oral, between VRSCO and Employer and shall constitute the entire agreement

and understanding between the parties with respect to the subject matter hereof. This

Agreement and each of its provisions shall be binding upon the parties and may not be

waived, modified, amended or altered except by a writing signed by Employer and

VRSCO.

13.

Assignment.

Absent the advance written approval of Employer, VRSCO's interest in

this Agreement and its rights and duties hereunder may not be subcontracted, assigned or

delegated to an unaffiliated third party.

No Waiver

. A delay or omission by either party in exercising any right or power under

this Agreement shall not be construed as a waiver of that right or power. A waiver by

either party of any term or condition of this Agreement shall not be construed as a waiver

of any subsequent breach of that term or condition or of any other term or condition of

this Agreement.

Survival of Provisions.

The provisions of Sections 6, 8, 9, and 11 will survive the

expiration or termination of this Agreement for any reason.

16.

Severability

. If any provision or part of a provision of this Agreement is determined to

be invalid or unenforceable in any respect, that determination shall not affect any other

provision of this Agreement, which shall be interpreted as if the invalid or unenforceable

provision or part thereof had not been included.

17.

Relationship of the Parties.

17.1 For all purposes of this Agreement and notwithstanding any provision of this

Agreement to the contrary, VRSCO is not an employee, partner, or joint venturer

of Employer.

17.2 Employer will not be required to enter into any additional contracts, amendments,

or terms and conditions in order to receive the Services provided by VRSCO

under this Agreement. VRSCO is solely responsible for all taxes, withholdings,

and other statutory or contractual obligations of any sort, including but not limited

to workers’ compensation insurance.

18.

Contacts.

Each party will provide a designated point of contact for business and

technical issues. Each party will provide the name, title, address, telephone and facsimile

numbers, and electronic mail address for the contact to the other party. Each party will

promptly notify the other party of any change in the designated point of contact.

19.

Force Majeure

. Neither party hereto will be liable or responsible to the other for any loss

or damage or for any delays or failure to perform due to causes beyond its reasonable