OneDigital - retirement Plan Investment Management Agreement - 06.01.2026 - SIGNED
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2 2026-01-20-ODCONGA– E – 3(38) In addition, all personnel assigned by OneDigital to render the Services hereunder shall be appropriately licensed as required by law. b. OneDigital has the power and authority to enter into and perform this Agreement, and there are no authorizations, permits, certifications, licenses, filings, registrations, approvals, or consents that must be obtained by them from any third party, including any gove rnmental authority, in connection with this Agreement. 7. Limits on Liability. a. OneDigital shall have no liability for any loss resulting from the insolvency of the Pla n’s custodian. In addition, OneDigital shall have no liability from any acts or omissions committed by any of the Plan’s other current or former service providers. b. It is agreed that, to the extent permitted under applicable law, n either party (including its employees and agents) shall seek any exemplary or consequential damages from the other party. c. It is agreed that, except as set forth in subsections II.7.d. and e., below, each party shall be responsible for defending itself from any claims for damages made against it. However, once a party has been found, in a final, non- appealable decision, to be liable for losses suffered by a third party, it shall indemnify the other party and hold the other party harmless from any liability for those losses. d. Client will defend OneDigital , and each of its current or future subsidiaries, affiliates, shareholders, directors, officers, employees, agents or other representatives, and hold each of them harmless from and against any and all losses, expenses, liabilities, obligations, costs, attorney fees, or damages of every kind and character without limitation, arising from a claim brought by a third party that: i) is based upon Client’s breach of any of the representations and warranties made in subsection II.5; or ii) is not based upon any Services required to be provided by OneDigital under this Agreement. e. OneDigital shall defend Client and each of its current or future subsidiaries, affiliates, shareholders, directors, officers, employees, agents or other representatives, and hold each of them harmless from and against any and all losses, expenses, liabilities, obligations, costs, attorney fees, or damages of every kind and character without limitation arising from a claim brought by a third party that is based upon OneDigital’s breach of the representations and warranties made in subsection II.6. 8. Termination. Except as set forth in subsection I I.10., below, this Agreement shall remain effective until either party shall give the other at least thirty (30) days’ written notice of its intent to terminate. In the event this Agreement is terminated : i) Client will be required to pay a prorated portion of any unpaid compensation owed, or ii) OneDigital will be required to refund a prorated portion of any excess compensation received, as applicable, from the last billing period to the termination date . Client acknowledges that, upon termination of this Agreement, OneDigital will have no continuing duty to provide the Services and that the circumstances pursuant to which OneDigital provided the Services will change OneDigital will cease to have any responsibility for how the Plan is operated - regardless of whether the Plan continues to be operated consistent with the Services previously provided by OneDigital. 9. General Provisions. a. Entire Agreement . This Agreement constitutes the entire understanding between the parties with respect to the matters set forth herein, and each party acknowledges and agrees that no representations, warranties, inducements, or promises other than those set forth herein have been made by any party to the other. b. Amendments. No modifications, amendments or attempted waiver of any provisions of this Agreement shall be valid unless in writing and signed by both parties. c. ERISA §408(b)(2) Disclosures & Fiduciary Status. Client is a “responsible plan fiduciary” and, thus, OneDigital will be required to make certain disclosures to it pursuant to ERISA Reg. §2550.408b-2, including those made in t his Agreement. OneDigital acknowledges that for any actions it undertakes as the Plan’s investment manager or in otherwise providing investment advice to the Plan for compensation, it will be deemed to be acting in a fiduciary capacity pursuant to ERISA §3(21)(A)(ii) and/or §3(38) and shall be held to the requirements imposed on a plan fiduciary under ERISA, as well as those imposed upon an investment adviser under the Investment Advisers Act of 1940. OneDigital further represents that, unless the Plan utilizes its Personalized Portfolios program, OneDigital does not provide services as a fiduciary to any investment provider or entity that holds the Plan’s assets, nor does it perform recordkeeping or brokerage services to the Plan. OneDigital will notify Client of any errors it uncov ers regarding the disclosures made in this document as soon as