PEO Master Services Agreement

This Niural Master Services Agreement (“PEO Agreement or “PEO MSA”) govern certain professional employer organization services as further described herein (the “PEO Services”) provided by Niural PEO One LLC (“Niural PEO” or “PEO”), a Texas LLC and affiliate of Niural, Inc. doing business as Niural (“Niural”) to the customer (“Customer”) signing an order form (“Order Form”) referencing this Niural Master Services Agreement. 

This PEO Agreement is in addition to the Customer Terms of Service (“Niural TOS”) (and are hereby incorporated into the Niural TOS by reference) available at https://www.niural.com/legal/customer-terms-of-service that all Customers are obligated to abide by. 

To the extent Customer has multiple entities receiving PEO Services, then all references to Customer shall include those related entities. Niural and Customer are sometimes referred to collectively as the “Parties,” and individually as a “Party.” Capitalized terms used but not otherwise defined in this PEO Agreement will have the meanings set forth in the Niural TOS. This PEO Agreement sets forth the additional terms and conditions under which Niural will provide Customer with certain PEO Services, as set forth herein. In the event of a conflict between this PEO Agreement and the Niural TOS, this PEO Agreement shall control. In all other respects, the Niural TOS remains in effect as written. PLEASE REVIEW THIS PEO AGREEMENT CAREFULLY. BY ACCEPTING THIS PEO AGREEMENT OR USING THE PEO SERVICES DESCRIBED HEREIN, CUSTOMER AGREES TO BE BOUND BY THE NIURAL TOS, INCLUDING THIS NIURAL MASTER SERVICES AGREEMENT, AND TO THE COLLECTION AND USE OF CUSTOMER’S INFORMATION AS SET FORTH IN THE NIURAL PRIVACY POLICY AVAILABLE AT https://www.niural.com/legal/privacy-policy, WHICH IS PART OF THIS AGREEMENT.

1. EFFECTIVE DATE AND SERVICE COMMENCEMENT DATE. This PEO Agreement shall be effective as of the Effective Date set forth on the Order Form (“Effective Date”), and the PEO Services will commence on the date set forth in the Order Form or as otherwise updated by the Parties.

2. SCOPE OF MASTER SERVICES AGREEMENT
3. 1. This PEO Agreement will pertain to and cover only those Customer employees for whom the Customer has timely submitted all required onboarding paperwork, including payruns and pay data, and for whom Niural PEO has acknowledged acceptance in writing (hereinafter “Covered Employees”). No worker shall be considered a Covered Employee, nor should any person begin work at the job site, until Niural PEO has approved the new hire paperwork and accepted such worker as a Covered Employee. Niural PEO Services shall not apply to Customer employees living and/or working outside of the United States or in United States territories, nor to contractors or subcontractors, and such individuals shall not be Covered Employees.
      
      
   2. Niural PEO has no responsibility for Customer workers who are not Covered Employees, or any other worker, laborer or contractor, or subcontractor, providing services to Customer. Niural workers’ compensation insurance for Covered Employees is strictly limited to covered claims made by Covered Employees during the Term. In the event Niural PEO has more than one workers’ compensation insurance policy, the coverage provided by such policy or policies is strictly limited to the employees specified in the insurance policy documents. Customer will secure and maintain workers’ compensation insurance for all Customer’s workers, if any, who are not Covered Employees under the Niural Master Services Agreement.

3. RESERVATIONS OF RIGHTS. This PEO Agreement may reserve certain rights to Niural PEO for the purpose of Niural PEO delivering PEO Services in compliance with applicable PEO licensing, registration, certification and other laws authorizing the delivery of PEO Services. The reservation of rights in this PEO Agreement is not an admission that Niural PEO either has exercised, or will exercise, such rights. It is the intent of the Parties that no inference of liability arises from the reservation of rights, other than the liabilities arising from the express terms of This Niural Master Services Agreement. Furthermore, notwithstanding any reservation of rights set forth in This Niural Master Services Agreement, Customer remains solely responsible for the day-to-day supervision of Covered Employees and for the selection of qualified workers for employment.

4. OBLIGATIONS OF NIURAL PEO. 
5. 1. NOTICE OF PROFESSIONAL EMPLOYER ORGANIZATION RELATIONSHIP. Niural PEO will provide, and Customer will cooperate with Niural PEO in providing, written notice to Covered Employees of the general nature of the Professional Employer Organization relationship, as required under applicable law.

2. PAYROLL ADMINISTRATION. PEO will process payroll payments in accordance with the applicable laws and regulations conditioned upon Customer timely and accurately supplying all payroll data and funds necessary for PEO to perform its payroll processing services. In the event Customer fails to pay PEO for its services, Customer authorizes PEO to elect to pay Covered Employees on behalf of Customer using only the applicable minimum hourly wage and/or applicable minimum salary for exempt employees. Customer acknowledges that by doing so: (i) PEO in no way waives any right to recover from Customer; (ii) PEO in no way admits to any employer or joint employer obligation to pay wages following a failure by Customer to pay PEO absent an express obligation arising from state PEO licensing and registration laws; and (iii) Customer is not relieved of its obligation to pay any unpaid wages owed to Covered Employees.

3. PAYROLL TAXES AND UNEMPLOYMENT INSURANCE. Niural PEO will withhold, report, and remit federal, state, and local payroll taxes, including, without limitation, unemployment insurance contributions, for the Covered Employees. Niural PEO will administer unemployment insurance filings and claims, including contesting unemployment claims when appropriate. PEO shall prepare and submit tax reporting forms required by law or regulation with respect to such compensation and benefits, including but not limited to Forms W-2 (Wage and Tax Statement); W-4 (Covered Employee’s Withholding Allowable Certificate); and comparable and/or counterpart forms prescribed by any state or local government. PEO shall process and receive any tax credits that may be due to Customers as a result of PEO’s efforts, including but not limited to any work opportunity tax credits (“WOTC”). PEO shall administer unemployment compensation filings and claims, including opposing unemployment claims when appropriate. In those states or other jurisdictions in which PEO may or must use Customer’s employer account for purposes of reporting and remitting unemployment insurance contributions or any other payroll taxes, Customer authorizes PEO to do so and agrees to cooperate with PEO in the use of Customer’s account. Customer shall provide all required and requested forms, signatures, powers of attorney, reports, documents, and current and historical data.

4. EMPLOYEE BENEFITS. As requested by Customer, PEO shall offer certain employee benefits to eligible Covered Employees and their eligible dependents through PEO sponsored plans (“PEO Benefit Plans”) and administer PEO Benefit Plans in compliance with applicable laws and regulations and the terms and provisions of the applicable plan documents. Solely to the extent required by law in order to administer PEO Benefit Plans, PEO retains a right to control, hire and fire the Covered Employees. The applicable plan documents will control eligibility for benefits and the extent of benefits provided under the PEO Benefit Plans. Customer will cooperate with PEO in all matters necessary for PEO to properly administer the PEO Benefit Plans, including, without limitation, executing all necessary agreements or other documents. PEO’s obligations with respect to employee benefits will not extend beyond the scope of the PEO Benefit Plans.

5. INSURANCE. During the Term of This Niural Master Services Agreement, Customer will at a minimum maintain the following insurance coverage unless otherwise agreed to by Niural PEO: (i) comprehensive general liability insurance; (ii) automobile liability insurance, including non-owned and hired autos (to the extent any Covered Employees will be assigned to positions requiring them to drive for Customer); (iii) professional liability insurance, if appropriate or required, including, without limitation, malpractice or errors and omissions coverage and in compliance with any regulation mandating such coverage of such policies will have as a minimum a limit of liability not less than $1,000,000 per occurrence;  and (v) cyber liability insurance with a minimum of liability of $3,000,000 per occurrence. Upon request, Niural PEO will be listed as an insured, or additional insured on the policy or on an alternate employer endorsement, or other similar endorsement. Upon request, Customer will furnish Niural PEO with Certificates of Insurance as evidence of coverage. Customer must notify PEO at least thirty (30) days prior to the cancellation or modification of such policy. The policy shall name the PEO as an additional insured; (iv) Employment Practices Liability Insurance (“EPLI”): Niural PEO shall provide Employment Practices Liability Insurance coverage for Covered Employees under Niural’s master insurance program, subject to carrier underwriting approval and the terms, conditions, exclusions, retentions, and limits of the applicable policy. EPLI coverage is provided in connection with the co-employment relationship and may include coverage for certain employment-related claims such as discrimination, harassment, wrongful termination, and retaliation, subject in all cases to the governing policy language. Customer acknowledges that EPLI coverage may be issued under a master policy shared with other clients and subject to aggregate limits, and that coverage may be reduced or exhausted by other claims. Coverage is not guaranteed and is subject to carrier acceptance, exclusions (which may include wage and hour claims, punitive damages in certain jurisdictions, intentional misconduct, and other excluded matters), and applicable law. Customer shall promptly notify Niural PEO of any actual or threatened employment-related claim, administrative charge, demand letter, lawsuit, or material workplace complaint that could reasonably give rise to a claim, and shall fully cooperate in the defense and resolution of such matters. If the applicable EPLI policy includes deductibles, self-insured retentions, or claim-based cost allocations, Customer shall be responsible for such amounts attributable to claims arising from its workforce. Nothing herein shall be construed as a guarantee of coverage, acceptance of any claim, or continuation of insurance coverage.

6. WORKERS’ COMPENSATION INSURANCE. PEO shall maintain workers’ compensation insurance coverage for Covered Employees under PEO’s master policy in jurisdictions where required by law, subject to carrier underwriting approval, policy terms, limits, and exclusions. Such coverage is provided in connection with the co-employment relationship and is contingent upon Customer’s compliance with this Agreement. Customer shall accurately disclose and continuously maintain current information regarding job titles and duties, work locations, industry classification, payroll allocations by class code, and any changes in operations or business model. Customer acknowledges that workers’ compensation premiums and coverage determinations are based on such information, and that misclassification, nondisclosure, or failure to report material risk changes may result in premium adjustments, penalties, retroactive charges, coverage exclusion, or termination of services.
7. 1. Customer shall report all workplace injuries, illnesses, or incidents involving Covered Employees through PEO’s designated reporting process immediately upon knowledge and in no event later than twenty-four (24) hours thereafter. Customer shall complete all required documentation, preserve relevant evidence, cooperate fully in claim investigations, and refrain from admitting liability or settling any claim without PEO’s prior written consent. Customer shall be responsible for any penalties, increased premiums, denied coverage, or additional costs resulting from untimely or improper claim reporting.
   2. Customer shall fully cooperate with PEO and its insurer in claim investigations, medical case management, return-to-work programs, and the implementation of light duty assignments where appropriate, and shall participate in good-faith efforts to mitigate claim severity and overall loss exposure.
   3. Customer retains sole responsibility for maintaining a safe workplace, complying with OSHA and all applicable occupational health and safety laws, implementing injury prevention policies, and providing required safety training. PEO does not assume control over Customer’s day-to-day operations or workplace safety practices.
   4. Workers’ compensation costs may be adjusted based on actual payroll, claims history, loss ratios, experience modification factors, carrier audits, or other underwriting determinations. Customer agrees to pay all retroactive premium adjustments, audit findings, deductibles, self-insured retentions, claim reimbursements, or loss-sensitive charges attributable to Covered Employees.
   5. PEO reserves the right, in its sole discretion, to decline coverage for certain job classifications or high-risk industries, require Customer to obtain separate coverage, modify coverage arrangements, or terminate coverage if underwriting thresholds or acceptable loss ratios are exceeded.
   6. Customer shall indemnify, defend, and hold harmless PEO from and against any claims, penalties, fines, premium increases, or losses arising from Customer’s misrepresentation of job duties or classifications, failure to maintain a safe workplace, late claim reporting, intentional misconduct, or violations of employment or safety laws.
   7. All coverage is subject to carrier acceptance, policy terms and exclusions, applicable limits, and state-specific requirements. PEO does not guarantee acceptance of any claim or continuation of coverage.

7. HR AND COMPLIANCE TOOLS. 
8. 1. Niural PEO will provide Customer access to a suite of HR and compliance tools made available through the Niural platform, which may include employee onboarding and record management, I-9 compliance software, policy templates, document management, reporting tools, and access to HR advisory resources (collectively, “HR and Compliance Tools”). Such tools are provided as administrative support and human resources consulting services designed to assist Customer in managing its workforce.
   2. The relationship between Niural PEO and Customer is a professional employer relationship as defined under applicable law. In such capacity, Niural PEO may assume certain administrative responsibilities solely for payroll administration, tax withholding and remittance, employee benefits administration, workers’ compensation coverage, and related statutory functions expressly set forth in this Agreement.
   3. Notwithstanding the foregoing, Niural PEO shall not be a decision-maker with respect to Customer’s workforce and shall not exercise control over Customer’s day-to-day business operations or personnel management. Customer retains sole authority and responsibility for recruiting, hiring, supervising, evaluating, disciplining, promoting, compensating (subject to payroll administration), and terminating employees, as well as establishing workplace policies and managing working conditions.
   4. Niural PEO does not provide legal, tax, or accounting advice through the HR and Compliance Tools. Customer remains solely responsible for compliance with applicable employment laws, workplace safety regulations, and all employment-related decisions and practices. Nothing in this Agreement shall be construed to expand Niural PEO’s role beyond the professional employer relationship expressly described herein.

8. 401(k) ADMINISTRATION. Niural PEO may provide access to and administrative support for a 401(k) plan (the “401(k) Plan”) pursuant to the applicable plan documents. Niural PEO will furnish enrollment materials and coordinate plan administration in accordance with the governing plan terms. Customer is solely responsible for timely and accurate submission of employee eligibility information, compensation data, contribution elections, and payroll inputs, and for compliance with the 401(k) Plan documents and applicable law. All deferrals and employer contributions will be processed in reliance on Customer-provided data. Niural PEO’s role is limited to administrative services as expressly described herein and in the plan documents. Niural PEO does not act as plan sponsor, fiduciary, or investment advisor except as expressly designated under the plan documents. All eligibility, contribution, vesting, and benefit determinations shall be governed exclusively by the 401(k) Plan documents. Participation in the 401(k) Plan continues for the duration of the applicable Order Form and may be terminated only in accordance with the Order Form and plan requirements. Customer shall indemnify and hold Niural PEO harmless from any claims, penalties, losses, or expenses (including reasonable attorneys’ fees) arising from Customer’s inaccurate or untimely data, noncompliance with plan requirements, or other negligent or wrongful acts, except to the extent caused by Niural PEO’s gross negligence or willful misconduct.

5. OBLIGATIONS OF CUSTOMER.
6. 1. IN GENERAL. Customer will comply with Niural PEO policies and procedures, including any such policies set forth in software, documentation, or as may be developed in the future (“Niural PEO Policies”), regarding the requirements to access Niural PEO Services and onboard Covered Employees. Such Niural PEO Policies may include but are not limited to policies regarding: (i) preparing historic data to successfully transfer Customer information into the Niural PEO systems, (ii) executing all necessary forms and agreements, including IRS Form 8655, powers of attorney as required by applicable tax authorities, ACH authorizations, wire authorizations, and reverse wire authorizations for Niural PEO or its affiliates to represent Customer as Customer’s agent before bank or credit union, federal, state or local taxing authorities or as otherwise reasonably required by Niural PEO to provide the Niural PEO Services, (iii) minimum Covered Employee threshold requirements, including minimum participation levels for benefits, and (iv) submitting onboarding documents to Niural PEO before a newly hired employee commences work.

2. WORK SITE SAFETY. Customer is the sole employer with respect to safety-related compliance, and Customer agrees that Customer and Niural PEO are not joint employers or dual employers, as those terms are defined by any applicable state law and regulations or OSHA. Customer retains exclusive control over the safety of the workplace(s) where Covered Employees work, and thus retains sole responsibility for compliance with applicable federal, state and local health and safety laws, regulations, ordinances, directives and rules relating to the workplace (“Workplace Safety Laws”). Customer is solely responsible to identify and eliminate all known workplace threats to Covered Employees’ health or safety. Customer acknowledges and agrees that Customer has not retained PEO to manage or control Customer’s business or operations, and PEO has no duty or authority to inspect, install, modify, repair, or maintain any equipment, tools, vehicles, or machinery that Covered Employees may use. However, PEO reserves the right to inspect Customer’s workplace for the sole purpose of verifying compliance with the terms of the Agreement. Any inspections that PEO or its workers’ compensation insurance carrier may conduct are not for the purpose of identifying the unique threats to the health and safety of Covered Employees that may exist in Customer’s workplace(s), thus such inspections would not fulfill a requirement for a full safety audit or inspection under applicable laws or regulations. Thus, Customer will at its sole cost and expense take all necessary steps to comply with Workplace Safety Laws, including, without limitation, the following:
3. 1. Customer shall take reasonable steps to evaluate worksite conditions pertaining to the health and safety of Covered Employees, by doing periodic inspections;
   2. Customer shall identify all known hazards to Covered Employees’ health and safety, inform Covered Employees of such health and safety hazards, and take all reasonable measures to eliminate such health and safety hazards;
   3. Customer shall provide Covered Employees with appropriate and required PPE;
   4. Customer shall provide legally required training to Covered Employees regarding the safe performance of job duties, the proper use of PPE, and the maintenance of a safe work environment;
   5. Customer shall establish and maintain a written, effective Injury and Illness Prevention Program (“IIPP”) that protects Covered Employees, and Customer shall fully implement Customer’s IIPP;
   6. Customer shall implement specific safety programs as required by state mandated and OSHA requirements, depending on the work environment and the type of work being performed by Covered Employees;
   7. Customer shall ensure that each Covered Employee has, and is informed of, the following protections: (i) Covered Employees have the right to complain or report work conditions that the Covered Employee reasonably believes to be unsafe, unhealthful, or hazardous; (ii) Covered Employees have the right to refuse to work in conditions that the Covered Employee reasonably believes to be unsafe, unhealthful, or hazardous; and (iii) Covered Employees will not be subjected to any sort of retaliation or discrimination for reporting unsafe, unhealthful, or hazardous conditions or for refusing to work in unsafe, unhealthful, or hazardous conditions;
   8. Customer shall immediately report accidents or injuries and work-related illnesses involving Covered Employees (including “first-aid” events). Customer shall deliver a complete written report of an accident or injury to PEO as soon as possible after the occurrence of such accident or injury. Customer’s failure to timely report an accident or injury involving Covered Employees may result in one or more substantial fines, or other costs, pursuant to applicable law or to insurance company protocols and/or operating procedures. Any fines or any other costs incurred as a consequence of Customer’s failure to comply with the provisions of this Section 5 shall be the sole responsibility of Customer. Customer agrees that if PEO receives a citation as a consequence of Customer’s failure to comply with this Section 5, Customer’s indemnification obligations, set forth in Section 9 shall apply;
   9. Customer will cooperate in accident/injury investigations by the applicable workers’ compensation carrier or its representative;
   10.  If modified or light duty is required for a Covered Employee by applicable law or requested by PEO or its workers’ compensation carrier for the purpose of reducing the costs of claims that may be incurred, PEO will assist Customer in providing modified or light duty for the costs outlined in a signed separate addendum between the Parties;
   11. In the event PEO safety consultants provide advice or information to Customer regarding safety in the workplace, PEO does so as a consultant only and not as the employer in control of the workplace. Customer at all times retains sole responsibility for providing appropriate training regarding job duties, workplace safety, and other related topics.

3. AT WILL EMPLOYMENT. PEO is not bound by any employment contract between Customer and a Covered Employee, including without limitation a contract requiring cause for termination of employment. Upon termination of this Agreement for any reason, or upon Customer’s failure either to provide payroll data as required herein or to timely pay as required herein, all Covered Employees shall no longer be Covered Employees serviced by PEO. Any and all services provided by PEO shall be retroactive to the last date of service for which PEO was fully paid by Customer for PEO’s services.

4. WORKERS’ COMPENSATION CLASSIFICATION CODE ASSIGNMENT AND CHANGES IN JOB STATUS. Customer is solely responsible for the accuracy of the workers’ compensation classification code assignment. Customer shall notify PEO immediately of any change that may affect the workers’ compensation status of any Covered Employee, including but not limited to any change in job duties or job locations. Any increase in charges or costs incurred as a consequence of Customer’s failure to comply with the provisions of this Paragraph shall be the sole responsibility of Customer.

5. CLIENT BENEFIT PLANS. Customer will not provide employee benefits to Covered Employees or their dependents in addition to or in lieu of the benefits available under the PEO Benefit Plans (“Customer Plans”) without the express written consent of PEO. To the extent employee benefits are provided to Covered Employees or their dependents under a Customer Plan and such Customer Plan is not administered by PEO, Customer will: (i) ensure that the Customer Plan is administered in compliance with applicable law and the terms and provisions of the applicable plan documents; and (ii) retain sole responsibility and liability for the Customer Plan. Customer understands, acknowledges and agrees that: (A) PEO is not a plan sponsor, plan administrator or fiduciary with respect to any Customer Plan; (B) PEO shall have no other role, responsibility or liability with respect to any Customer Plan, including, without limitation, that of a third-party administrator; and (C) to the extent that PEO provides any administrative or other services with respect to a Customer Plan, (1) all such services are taken on behalf of Customer and at Customer’s specific direction, (2) PEO shall have no discretion with respect to such services, (3) PEO shall not take on any fiduciary or other obligations as a result of such services under the Employee Retirement Income Security Act of 1974, as amended (ERISA), or any other law and (4) Customer shall remain solely responsible and liable for such services and any underlying Customer obligations.

6. CONFIDENTIAL INFORMATION. Customer retains sole responsibility for the maintenance and protection of Customer’s confidential information, trade secrets, and proprietary information. Except to the extent required by law and/or to perform its duties under this Agreement, PEO will not disclose payroll- and/or health-related data and/or other confidential information it receives from Customer.

7. CONTROL OF CLIENT BUSINESS. Customer shall have exclusive responsibility for control of Customer’s Business. For purposes of this Agreement, “Customer’s Business” shall mean all aspects of Customer’s business other than the services provided to Covered Employees by PEO during the term of the Agreement. Any action taken in connection with Customer’s Business shall be deemed taken by or on behalf of the Customer, and not by PEO. Neither this Agreement, nor the fact that one or more persons authorized to act on behalf of Customer may be Covered Employees hereunder, shall be deemed to grant to PEO any right or authority, or place upon PEO any duty or responsibility, to make any decision regarding Customer’s Business.

8.  COOPERATION WITH NIURAL PEO. Customer shall respond in a timely and accurate fashion to requests from PEO for records and data necessary for PEO to perform its services. Upon receipt Customer shall immediately send PEO copies of demands, notices, claims, summons and other legal papers related to the Covered Employees. Customer shall cooperate with PEO in the investigation, remediation, settlement, and defense of legal claims related to the Covered Employees.

9. EMPLOYEE SUPERVISION. Customer shall be responsible for sufficiently supervising, directing, and controlling the Covered Employees in order for Customer to safely and lawfully conduct its business.

10. DOWNSIZING NOTICES. Customer shall provide all notices required by the Worker Adjustment and Retraining Notification Act (“WARN”), and similar state and local laws. Customer will also provide PEO with no less than thirty (30) days’ notice of any layoff or plant closing that may immediately or in the future require the provision of notice under such laws.

11. EMPLOYEE DOCUMENTATION AND COMMUNICATION. Customer will comply with PEO ’s directives regarding the requirements to onboard Covered Employees. Customer shall cooperate with PEO to assure receipt by PEO of all properly completed new-hire onboarding documentation, including, but not limited to form W-4, form I-9, and such additional documentation as PEO may require, and Customer shall not permit a newly-hired Covered Employee to commence work until PEO has approved the new hire onboarding paperwork and accepted such worker as a Covered Employee. Once accepted as a Covered Employee, PEO may freely communicate with the Covered Employee through text message or other mediums of communication in an effort to provide the Covered Employees with ancillary services unless such Covered Employee chooses to opt-out of receiving the communications.

6. SERVICE FEES AND PAYMENT
7. 1. RATES. Customer shall pay PEO fees according to the rates set forth in the Order Form and such fees and if requested by PEO other amounts accruing and due from Customer to PEO shall be personally guaranteed through the execution of Schedule B. Should Customer require additional services not included in this Agreement, the fee for any such additional services shall be negotiated and paid separately.
   2. FEE ADJUSTMENTS. The administrative fee reflected on the Order Form is based on conditions as of the Effective Date. The necessity of a revised administrative fee shall be determined from time to time as necessary to accommodate changes in job classifications of Covered Employees. In the event of a change in Customer’s business, or in current taxes, laws or relationships related to the employer/Covered Employee relationship which affect PEO ’s costs, the administrative fee shall be adjusted for any increase in such costs. In the event any such changes are not reported to PEO, prior to calculation of the administrative fee for any pay period (“Pay Period”), the administrative fee for such Pay Period shall be subject to retroactive adjustment and PEO shall be entitled to payment of any such adjusted administrative fee. Annually on Agreement Effective Date, PEO ’s administrative fee is subject to an automatic minimum adjustment as necessary to accommodate changes in the market.
   3. RETROACTIVE FEES OR CHARGES. To the extent that any tax, premium or other cost of PEO is unilaterally increased by a governmental body or other third party beyond the control of PEO, whether prospectively or retroactively, Customer understands, acknowledges and agrees that PEO will invoice Customer for such increases and that any fees or charges associated with such increases will be due and payable in the same manner as any other fees or charges invoiced pursuant to this Agreement, even if such fees or charges are invoiced after the termination of this Agreement.
   4. OPTIONAL BENEFITS PAYMENTS. For each Pay Period, Customer shall also pay to PEO an amount equal to PEO ’s costs and charges during such Pay Period related to optional benefits selected by Customer and provided with respect to each Covered Employee, such as health insurance, dental insurance, life insurance, disability insurance, matching 401(k) contributions, or other benefits. (“Benefits Payment”). 

7. LATE PAYMENTS. If Customer fails to make any payment of fees when due, without limiting Niural’s other rights and remedies: (i) Niural may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Niural for all reasonable costs incurred by Niural in collecting any late payments or interest, including reasonable attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Niural may suspend Customer’s access to the Services and cease performing any other Services required to be performed hereunder until such amounts are paid in full.

8.  PAYMENT PROCEDURES. 
9. 1. Customer shall review, verify, and formally approve all payroll-related data in the Niural platform prior to each payroll deadline, including compensation, bonuses, commissions, reimbursements, timesheets, PTO balances, benefit elections, deductions, garnishments, and other pay elements for Covered Employees. Customer is solely responsible for the timely, accurate, and complete entry and maintenance of such data and represents that all approved payroll information complies with applicable law and employment agreements. PEO may conclusively rely on Customer-approved data and shall not be liable for errors, penalties, or claims arising from inaccurate, incomplete, or untimely information provided by Customer. By approving payroll, Customer authorizes PEO to process payroll and debit Customer’s designated bank account(s) for all wages, taxes, benefits, insurance premiums, service fees, and other related amounts (collectively, “Payroll Obligations”). Customer shall ensure sufficient funds are available and waives any dispute of payroll amounts after processing, except for demonstrable system error attributable solely to Niural. Customer shall fully fund all Payroll Obligations no later than four (4) business days prior to the applicable pay date via a payment method approved by PEO, including ACH debit, reverse wire, or wire transfer. Checks are not accepted. PEO is not obligated to advance funds and shall have no liability for delays or claims resulting from Customer’s failure to timely fund payroll. The established payday shall remain consistent unless modified with PEO’s prior written consent at least thirty (30) days in advance. PEO may adjust processing deadlines for banking, holiday, regulatory, or risk-related reasons. If PEO determines Customer presents a credit risk, PEO may require advance or estimated pre-funding based on projected payroll or prior payroll amounts. Any shortfall shall be immediately due, and overpayments may be applied to future payrolls. Failure to timely fund payroll constitutes a material breach, and PEO may suspend services, offset amounts owed, charge lawful interest, or terminate this Agreement.

9.  INDEMNIFICATION AND LIMITATIONS ON LIABILITY.
10. 1. The Customer will defend Niural and its affiliates against third-party claims related to violations of This PEO Agreement or Niural TOS, indemnifying Niural for associated costs. Customer hereby agrees to indemnify and hold Niural PEO harmless from and against any and all claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, costs and expenses (including attorney's fees and expenses at all levels of proceedings), losses and liabilities of whatever nature (including liability to third parties), and all other consequences of any sort, whether known or unknown, without limit and without regard to the cause or causes thereof or the negligence of Niural PEO, arising from Customer's breach of this Agreement, the products or services provided by Customer, the actions or inactions of any Covered Employee, the supervision and employment of Covered Employees and termination thereof, compliance with wages and hours rules in the workplace (including meal and rest breaks, minimum wage, and overtime), the actions of any agent or worker employed by Customer, or of any other individual, including without limitation, any violation of any local, state and/or federal law, regulation, ordinance, directive or rule whatsoever, and the State and Federal Employment Laws.

2. Niural PEO, except to the extent Customer assumes liability under the Agreement, hereby agrees to indemnify and hold Customer harmless from and against any and all claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, costs and expenses (including attorney's fees and expenses at all levels of proceedings), losses and liabilities arising from Niural PEO' gross negligence in the performance of duties expressly required by the terms of this Agreement. Niural PEO' indemnification obligation includes the obligation to indemnify Customer in the event payroll taxes, workers’ compensation premiums or state unemployment payments are not paid timely and accurately. Such obligation is contingent upon Customer providing Niural PEO with timely and accurate information, as well as payment by Customer to Niural PEO of the required fees under this Agreement.

3. Customer and Niural PEO expressly agree that the indemnification provisions of the Agreement shall not be limited to claims, expenses or liabilities for which one of them is solely liable, but shall also apply to claims, expenses and liabilities for which Customer and Niural PEO are jointly or concurrently liable. In such an event, if either of them advances funds in connection with a claim, expense or liability in excess of its pro rata share, such Party shall be entitled to recover from the other Party the difference between such Party’s share and the actual amount paid. The indemnification provisions of the Agreement shall survive termination of the Agreement.
4. Notwithstanding anything in this Agreement to the contrary, except for either Party’s indemnification obligations, payment obligations, gross negligence, fraud or willful misconduct, in no event will either Party’s liability arising out of or related to the Services or this Agreement whether in contract, tort or under any other theory of liability, exceed the fees paid by Customer to Niural for the Services during the twelve (12) months immediately preceding the day the act or omission occurred that gave rise to the claim or, to the extent twelve (12) months have not yet elapsed, then the fees paid to date. 

10. CUSTOMER’S REPRESENTATIONS AND WARRANTIES.
11. 1.  CUSTOMER’S OBLIGATIONS TO COVERED EMPLOYEES. All compensation of the Covered Employees accrued prior to the Effective Date and for which Customer or any third party is responsible and obligated has been paid in full; (ii) there are no separate contracts, agreements or other arrangements existing with respect to the Covered Employees as a group or any of them which would bind or obligate Customer, except as expressly set forth herein; (iii) Customer will notify Niural PEO of the principal location of the workplace of each Covered Employee and each location where such Covered Employee performs services for Customer, and of any changes in such locations; and (iv) all pension, profit-sharing, or other employee benefit plans existing at the Effective Date are current and in compliance with applicable law, and execution of this PEO Agreement will not be deemed a breach under the terms of those plans.

2. ACCURACY OF DATA. As of the Effective Date, and throughout the Term of This Niural Master Services Agreement, all information provided by the Customer in contemplation of this PEO Agreement or pursuant hereto, including but not limited to financial data, employee lists, job descriptions and classifications, compensation, benefits, and time reports is and will be true and correct. Niural PEO will rely on the data provided by Customer and will not be responsible for any claims, actions, or penalties that result from inaccurate or incomplete data. CUSTOMER FAILURE TO TIMELY AND ACCURATELY SUBMIT ALL REQUIRED INFORMATION VIA Niural PEO SERVICES OR TO CORRECT ANY DISCREPANCIES OR ERRORS MAY RESULT IN DELAYED OR ERRONEOUS REMITTANCE OF WAGES, TAXES, AND GARNISHMENTS FOR WHICH CUSTOMER IS SOLELY RESPONSIBLE, AND MAY RESULT IN ADDITIONAL SERVICE OR PROCESSING FEES. Customer maintains, and will continue to maintain during the Term, to the extent required by law, systems and controls that ensure Covered Employees: (i) record and receive credit for all hours worked; ii) receive breaks and rest periods; and (iii) receive credit for applicable premium and overtime hours. No material adverse change has occurred in the financial condition of the Customer or any guarantor of Customer’s obligations under this PEO Agreement since the date upon which any financial data of Customer or guarantor were provided to Customer.

3. NO AMOUNTS OWING. Customer has satisfied and paid any and all premium obligations in relation to workers’ compensation premiums or other insurance carriers and all fee payments to any employee leasing company or Niural PEO, and as of the PEO Start Date of this PEO Agreement , Customer does not owe any fees, premiums, or other payments to any insurance carrier, employee leasing company, or Niural. Additionally, Customer has satisfied all federal, state, and local payroll liabilities that Customer incurred prior to the Effective Date of This Niural Master Services Agreement. Customer further represents and warrants that Customer has met any and all prior premium and fee obligations with regard to workers' compensation premiums and employee leasing or professional employer organization payments, to all prior employee leasing or professional employer organization and workers' compensation carriers, with which Customer has previously had a contractual relationship, if applicable.

4. COLLECTIVE BARGAINING AGREEMENT. Customer has not entered into a CBA pertaining to any Covered Employee during the Term unless such CBA is attached as an exhibit to this Niural Master Services Agreement.

5. NO LITIGATION. Except as previously disclosed to Niural PEO in writing, there is no action, suit, proceeding or investigation pending, or, to the knowledge of Customer, threatened against Customer, related to the Covered Employees or the Customer’s employer/employee relationship with the Covered Employees or which may result in a material adverse change in the financial condition of Customer or of any guarantor of Customer’s obligations under this Niural Master Services Agreement. Customer will advise Niural PEO promptly upon the inception of any such action, suit, proceeding, investigation or threat thereof.
7. COMPLIANCE WITH APPLICABLE LAW. Customer has not violated any applicable statute or regulation in any respect, which would adversely affect the Covered Employees or Customer’s employment relationship with the Covered Employees. Customer is and will remain in compliance with all applicable statutes, regulations, and executive orders respecting Covered Employees and employment practices, including but not limited to the state and federal employment laws.

8. WORK SITE SAFETY. Customer is in compliance with all applicable Workplace Safety Laws, and Customer has maintained, and will continue to maintain throughout the Term of the Niural Master Services Agreement, Customer’s workplace(s), machinery, equipment, and environmental factors in compliance with applicable Workplace Safety Laws.

11. TERM AND TERMINATION.
12. 1. TERM. The term of This PEO Agreement shall begin as of the Effective Date and shall continue until terminated in accordance with this Section 11 (“Term”).

2. NOTICED TERMINATION. Unless terminated pursuant to the terms of the Agreement, the term of this Agreement shall be for one (1) year from the effective date in the Order Form. Thereafter, unless terminated, this Agreement will automatically renew for successive one-year terms. This Niural Master Service Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the current term. However, if the health insurance renewal terms for the following plan year are not made available to Customer at least ninety (90) days prior to the expiration of the current term, then Customer shall have thirty (30) days following delivery of such renewal terms to provide written notice of non-renewal, notwithstanding the general 90-day notice requirement.

3. IMMEDIATE TERMINATION.
4. 1.  BY NIURAL. Niural PEO may terminate This PEO Agreement immediately in the event of: 1) Customer’s material breach of This PEO Agreement that has not been cured following Niural PEO issuing a notice of breach five (5) days prior to the effective date of termination; 2) Customer’s failure to pay any invoice when due or any other monetary obligation; 3) Customer’s failure to comply with any Niural PEO directive when such directive is for the purpose of compliance with applicable law, following reasonable notice; 4) Customer’s failure to comply with a directive by an insurance carrier providing coverage with respect to Covered Employees, following reasonable notice; 5) Customer making a direct payment of taxable wages in violation of this PEO Agreement; 6) the threat of, or actual, filing by or against Customer for bankruptcy, reorganization or appointment of a receiver, supervisor, assignee, or liquidator over its assets or property; 7) a change in the composition or location of Covered Employees; 9) a money judgment against Customer which remains unsatisfied for more than thirty (30) days and has not been appealed; 10) Customer becomes a credit risk, as determined by Niural PEO in its sole discretion; and/or 11) Niural PEO reasonably suspects that Customer is engaged in prohibited or high risk activities, as set forth in our Restricted Businesses policy.
   2. BY CUSTOMER. Customer may terminate this PEO Agreement in the event of a material breach of this PEO Agreement following (1) a notice of breach; and (2) a period of no less than thirty (30) days to cure the breach set forth in said notice.
   3. Customer agrees that any wages or taxes or contributions paid or advanced by PEO prior to any such bankruptcy that remain unpaid by Customer shall be treated as outstanding wage obligations for the purposes of determining priority in the associated legal proceedings with the intended effect that PEO shall have the same rights as Covered Employees with respect to such wages and associated taxes and shall be entitled to relief as necessary to apply such status.

4.  REPLACEMENT COVERAGE. In the event that This PEO Agreement is terminated, regardless of the reason for the termination, Customer will immediately secure: (i) replacement workers’ compensation insurance for the benefit of the employees who continue their employment with Customer; and (ii) replacement group health insurance for the benefit of both the employees who continue their employment with Customer and any former employees (including dependents of such employees) of Customer who are maintaining COBRA continuation coverage under a Niural Benefits Plan or who are otherwise entitled to COBRA continuation coverage. Should Customer fail to obtain replacement group health insurance coverage in accordance with clause (ii) of the previous sentence, Customer will pay to Niural PEO a one-time fee of $500 plus $400 per month for each former Covered Employee, former employee of Customer, and/or dependent of a former Covered Employee or former employee of Customer who is maintaining COBRA continuation coverage under a Niural Benefits Plan for any period of time following the termination of This Niural Master Services Agreement.

5. EFFECTIVE DATE OF TERMINATION. To the extent permitted by law, in the circumstance of termination by Niural PEO due to Customer’s failure to pay one or more invoices when they are due, Niural PEO reserves the right to make the termination of the PEO Agreement effective on the last day of the payroll period for which Niural received full payment by Customer.

6. TRANSITION COOPERATION. In the event that this PEO Agreement is terminated, regardless of the reason for termination, Niural PEO agrees to reasonably cooperate with Customer with the transitioning of payroll, workers’ compensation insurance, group health insurance, EPLI, and all other PEO-related functions to Customer or to Customer’s chosen vendor.

7. REVERSION UPON TERMINATION. Upon termination of the PEO Agreement for any reason, or upon Customer's failure either to provide payroll data as required herein or to timely pay as required herein, all Niural obligations set forth herein (including, without limitation, the payment of wages and the provision of benefits) will revert to Customer retroactive to the last date on which Niural PEO was paid in full for Niural PEO’s services.

8.  DISPUTE RESOLUTION. Except for claims for non-payment of fees and claims for injunctive relief, in the event of any claim, dispute or controversy (“Claim”) arising out of or relating to the interpretation, performance and/or breach of This Niural Master Services Agreement, the Parties agree that such Claim, which would otherwise require or allow resort to any court or other governmental dispute resolution forum between Customer and Niural PEO will be resolved as set forth below. All claims shall be brought in the individual capacity of Customer and Niural PEO. Under no circumstances shall this Agreement be construed to allow or permit the consolidation or joinder of other claims or controversies involving any other parties or permit such claims or controversies to proceed as a class action or other similar basis.

9. ARBITRATION. Customer agrees to first attempt to resolve disputes with Niural in good faith and in a timely manner. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under its International Mediation Rules before resorting to arbitration, litigation, or some other dispute resolution procedure. If the Parties have not been successful in resolving the dispute through mediation as set forth in, then the Parties shall attempt to resolve the dispute through binding arbitration by a sole arbitrator selected by the Parties in accordance with the Comprehensive Arbitration Rules of the JAMS in effect at the time, in Texas, United States, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under this Agreement will take place on an individual basis, class arbitrations and class actions are not permitted. The Parties understand they are waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each Party Ni will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

12. STATE-SPECIFIC PROVISIONS. State specific provisions (“State Specific Provisions”) can be found in Appendix A (“State Specific Addendum”) and sets forth state-specific terms and conditions applicable to Covered Employees who perform services in the jurisdictions identified below The State Specific Provisions apply only in each respective state.

13. GENERAL.

1. APPLICABLE LAW. In addition to the Governing Law provision set forth in the Niural TOS, the Niural PEO licensing laws of the state where the Covered Employee(s) work or worked shall apply, where applicable.
2. ENFORCEMENT COSTS. In the event of any proceeding to enforce the provisions of the Niural Master Services Agreement, the prevailing Party will be entitled to an award of its costs and reasonable attorneys’ fees incurred at all levels of proceedings.
3. LIMITATION OF LIABILITY. IN ADDITION TO THE LIMITATION OF LIABILITY PROVISION IN THE NIURAL TOS, NEITHER CUSTOMER NOR NIURAL PEO WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES) HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. ERRORS.
5. 1. BY CUSTOMER. If Customer becomes aware of a failure, possible failure, investigation, audit, or penalty relating to any PEO Services, Customer agrees to promptly notify Niural PEO in writing and agrees to cooperate in resolving any such issue. To the extent that an error, including a payroll or tax filing error (each, an “Error”) is partially or solely caused by Customer for any reason, Niural PEO will have no liability to Customer. Niural PEO may attempt to correct Errors. Customer may also request that Niural PEO do so; however, Niural PEO may not be obligated to make requested corrections, and as between Customer and Niural PEO, Niural PEO will not liable for any claims or other consequences that may directly or indirectly result from Niural PEO’s attempt to correct, or failure to correct such Error. Customer authorizes Niural PEO to charge supplemental fees to correct such Errors and/or to make deductions from Customer’s accounts as set forth in This Niural Master Services Agreement.
   2. BY NIURAL PEO. To the extent that an Error is solely caused by Niural PEO, the penalties and interest associated with a correction of such Error shall be payable by Niural PEO, provided that Customer provide reasonable assistance to Niural PEO in correcting the Error and minimizing any fees or penalties due.
5. FALSE OR OMITTED INFORMATION. Any false statement or omission with regard to any information supplied by Customer to Niural PEO in anticipation of Customer's contracting with Niural PEO or at any other time will be deemed a material breach of these Niural Master Services Agreement, and Niural PEO, at its option, may terminate the PEO Agreement and seek appropriate relief.
6. HEADINGS. Captions and organization are for convenience and will not be used in construing meaning.
7. INDEPENDENT CONTRACTOR RELATIONSHIP. Niural PEO is an independent contractor of Customer and will not be its principal, director, agent, master, servant, or employee.
8. SCOPE OF SERVICES. Customer acknowledges and agrees that Niural PEO is not engaged in the practice of law or the provision of legal, insurance, financial, tax, or investment advice or services, and that Customer alone is completely and independently responsible for its own legal rights and obligations, regardless of any human resource advice or form which may be supplied to Customer. Customer at all times retains the right to seek appropriate advice from professionals of its own choosing, including, but not limited to attorneys and accountants. Niural PEO’s agreement to perform certain employer functions does not establish an obligation to perform all employer related functions, and Niural PEO reserves the right to reject claims by Covered Employees with respect to matters that are not the responsibility of Niural PEO. Niural will provide only the services expressly described in This Niural Master Services Agreement. No other services will be provided or implied. Niural PEO is not obligated to provide, nor is it responsible for, strategic, operational or other business-related decisions with regard to Customer's business. Nor shall Niural PEO have any obligation to provide equipment for Covered Employees.
9. SECURITY OR GUARANTEE. Niural PEO may, at its option, request security from Customer. This security may, but is not required to be, in the form of a security deposit or personal guaranty.
10. ADVANCE PAYMENT, GUARANTEE OR OTHER SECURITY. In addition to any other rights it may have under the Agreement, Niural PEO may, in its discretion and at any time, require Customer to provide one or more advance payments, guarantees or other forms of security, including, without limitation, a letter of credit. In any case, such security must be in form and substance reasonably satisfactory to Niural PEO.
11. SEVERABILITY. Should any term, warranty, covenant, condition, or provision of this PEO Agreement or the incorporated Niural TOS be held to be invalid or unenforceable by a court or other body of competent jurisdiction or pursuant to arbitration, the balance of this PEO Agreement and the incorporated Niural TOS will remain in force and will stand as if the unenforceable part did not exist. The invalid or unenforceable provision will be replaced by a provision as similar as possible and which is valid and enforceable.
12. SUCCESSORS AND ASSIGNS. This PEO Agreement will be binding upon and inure to the benefit of the successors and assigns of the Parties hereto.
13. TERMS SURVIVING TERMINATION. Termination of this PEO Agreement will not affect the continuation of any outstanding obligation or liability incurred by either Party during the Term of This Niural Master Services Agreement. The obligation of either Party to notify, indemnify, defend and hold harmless the other under the terms of this PEO Agreement will continue after the termination hereof with respect to events occurring prior to such termination.
14. THIRD PARTY BENEFICIARIES. The Parties acknowledge and agree that no parties other than the Parties hereto are intended to benefit hereunder. No rights of any third party are created this PEO Agreement and no person other than Parties hereto may rely on any aspect of this PEO Agreement notwithstanding any representation, written or oral, to the contrary.
15.  NO INDUCEMENT. Customer understands, acknowledges and agrees that the Niural PEO services provided pursuant to this PEO Agreement are not being provided as an inducement to purchase insurance coverage of any kind, nor do such services constitute insurance or the sale of insurance of any kind.
16. DUTY TO COOPERATE. Each Party will have the duty to cooperate with the other in the event of any claim filed by an employee or former employee, or any government agency investigation of a complaint filed by an employee or former employee covered by This Niural Master Services Agreement. Such duty will survive the termination of This Niural Master Services Agreement. Customer agrees to cooperate with Niural PEO as needed for any state licensing and/or registration requirements. Customer further agrees to cooperate with Niural as needed for compliance with any additional state statute, regulation, or other requirement not aforementioned or referenced above or below. Such duties will survive the termination of This Niural Master Services Agreement.

Appendix A

State-Specific Addendum

This state specific addendum (“State Specific Addendum” or “Addendum”) sets forth state-specific terms and conditions applicable to Covered Employees who perform services in the jurisdictions identified below. This Addendum is incorporated into and forms part of the PEO MSA (the “Agreement”) between Niural and the Client.

In the event of a conflict between the Agreement and this Addendum, the terms of this Addendum shall control solely with respect to services performed in the applicable state.

Niural may amend this Addendum prospectively as required to maintain compliance with changes in applicable law, regulatory guidance, carrier requirements, or insurance program terms.

A. General State Law Compliance and Automatic Inclusion

Services provided under the Agreement are subject to federal, state, and local laws that vary by jurisdiction. The allocation of responsibilities between the parties, including but not limited to payroll administration, tax reporting, benefits administration, workers’ compensation coverage, and employment compliance, shall be governed by applicable law and the terms of the Agreement, as modified by this Addendum.

Automatic Inclusion of Additional States.
If Covered Employees perform services in any state not expressly listed in this Addendum, the parties agree that:

1. The Agreement and this Addendum shall automatically apply to such state;
   
   
2. Services shall be subject to all applicable laws and regulatory requirements of that jurisdiction; and
   
   
3. Niural may issue a supplemental state-specific addendum or notice, if required by law or operational necessity, which shall be deemed incorporated into this Addendum upon issuance.

B. Insurance Cross-References

Employment Practices Liability Insurance (EPLI)

EPLI coverage, if applicable, is provided and administered in accordance with the Employment Practices Liability Insurance section of the Agreement and any applicable insurance schedules or addenda. Coverage availability, limits, retentions, and exclusions may vary by jurisdiction and are subject to the terms and conditions of the applicable insurance policy and governing law.

Workers’ Compensation Insurance

Workers’ Compensation coverage is provided and administered in accordance with the Workers’ Compensation Insurance section of the Agreement and any applicable insurance schedules or addenda. Coverage structure, policy issuance requirements, retentions, and fees may vary by state, including but not limited to monopolistic or MPC jurisdictions, and are subject to carrier underwriting, policy terms, and applicable law.

C. California Addendum

This section applies to Covered Employees performing services in California.

1. PEO Registration
   Niural is registered with the California Employment Development Department as a professional employer organization, as required by law.
   
   
2. Co-Employment and Allocation of Responsibilities
   Client retains responsibility for day-to-day supervision, worksite safety, job duties, scheduling, and operational control. Niural is responsible for payroll processing, employment tax reporting, and benefits administration as expressly provided in the Agreement.
   
   
3. Wage and Hour Compliance
   Client is responsible for compliance with California wage and hour laws, including timekeeping accuracy, meal and rest period compliance, employee classification, and payment of all hours worked.
   
   
4. Final Pay Requirements
   Client acknowledges California final wage payment requirements, including immediate payment upon involuntary termination, and agrees to provide Niural with prompt notice of terminations to facilitate compliance.

D. New York Addendum

This section applies to Covered Employees performing services in New York.

1. PEO Registration
   Niural is registered with the New York State Department of Labor pursuant to Article 31 of the New York Labor Law.
   
   
2. Co-Employment Relationship
   Client retains responsibility for supervision, direction, and control of Covered Employees. Niural is responsible for payroll administration, employment tax filings, and benefits administration as specified in the Agreement.
   
   
3. Wage Theft Prevention Act (WTPA)
   Client is responsible for providing accurate and timely employee information necessary to comply with New York wage notice and pay statement requirements.
   
   
4. State-Mandated Benefits
   Paid Family Leave and Disability Benefits will be administered in accordance with New York law, subject to eligibility requirements and statutory rules.
   
   

E. Massachusetts Addendum

This section applies to Covered Employees performing services in Massachusetts.

1. PEO Registration
   Niural is registered as a professional employer organization with the Massachusetts Department of Labor Standards, as required by law.
   
   
2. Co-Employment Acknowledgment
   Client retains responsibility for supervision, worksite operations, and working conditions. Niural administers payroll and benefits as provided in the Agreement.
   
   
3. Final Wages
   Client acknowledges Massachusetts requirements for payment of all earned wages on the date of involuntary termination and agrees to notify Niural promptly of employment separations.
   
   
4. Paid Family and Medical Leave (PFML)
   PFML contributions, reporting, and administration will be handled in accordance with Massachusetts law and program requirements.

F. Texas Addendum

This section applies to Covered Employees performing services in Texas.

1. PEO Registration
   Niural is registered with the Texas Workforce Commission as a professional employer organization.
   
   
2. Co-Employment Relationship
   Client retains responsibility for supervision, worksite safety, and operational control of Covered Employees.
   
   
3. Unemployment Insurance
   Unemployment insurance reporting and contributions shall be administered in accordance with Texas Workforce Commission requirements.
   
   
4. Workers’ Compensation
   Texas permits elective participation in workers’ compensation coverage. If coverage is elected, it shall be provided in accordance with applicable policy terms. Client is responsible for compliance with Texas notice and posting requirements.
   
   
5. Employment At-Will
   Nothing in the Agreement or this Addendum alters the at-will employment relationship recognized under Texas law.

G. Interpretation and Scope

This Addendum applies solely to services performed in the jurisdictions identified herein and any additional jurisdictions automatically included pursuant to Section A. Except as modified by this Addendum, all other terms of the Agreement remain in full force and effect.