Administrative and Technology Services Outsourcing

this is form to 14 page. This Outsourcing Agreement for Administrative Services and Technology Development (the Agreement”), is effective as of [DATE] (the “Effective Date”).

For services described in subsections 1.1 (i), 1.1 (iii) and 1.1 (vii) of this Section 1 (the “Administrative Services”), Service Provider shall be compensated based on the following allocation of costs and expenses. Allocation of costs and expenses for Administrative Services shall be determined by headcount as follows: Service Provider shall determine the ratio of Service Provider employees working full-time on Administrative Services for Client to the number of Service Provider full-time employees on its payroll, plus [%] of this ratio. Such ratio shall be applied to Service Provider’s total salary, benefits costs and other direct costs and expenses for its employees to determine the pass-through cost to Client. The same headcount ratio shall be applied to the cost of insurance provided under Section 1.1 (ii) to determine a pass-through cost to Client. Additional compensation is as otherwise described in the sections of this Agreement describing the services to be provided to Client.