THIS AGREEMENT made effective as of the effective date noted on the electronic sign up form. 

BETWEEN: Blendable Solutions Inc. (“Administrator”) and Your Company/Business Name as defined in the electronic sign up form (hereinafter “Plan Sponsor”). 

Whereas: 

Plan Sponsor wishes to establish, for its employees (individually “Plan Member” or collectively “Plan Members”), one or more private health services plans (individually “PHSP” or collectively “PHSPs”) within a pre-funded health and welfare trust as set out in this Agreement, together with the electronic sign up form (hereinafter “the Plans”);  

Plan Sponsor wishes to retain Administrator to administer the Plans; 

Administrator has established a health and welfare trust namely Your HSA Trust (hereinafter “the Trust”); 

Administrator and the trustees of the Trust have executed a separate trust agreement to govern the terms of the Trust and to retain Administrator to administer the Plans of the Trust; 

Administrator has entered into an administration agreement with Blendable Inc. (hereinafter “Blendable”), a corporate insurance agency, to collect and distribute Plan Sponsor contributions to the Trust and provide customer service to the Plan Sponsor and their Plan Members with respect to the Plans. 

NOW THEREFORE in consideration of the premises and of the mutual covenants herein contained, Administrator and the Plan Sponsor hereby covenant and agree as follows: 

A. RESPONSIBILITIES 

ADMINISTRATOR SHALL:  

1. Manage the funds received from the Plan Sponsor in accordance with the Trust Agreement  
2. Review and pay claims that meet the criteria of the Plans. 
3. Maintain all personal information as confidential and use this information solely for the purpose of fulfilling Administrator’s obligations according to this Agreement. 
4. Maintain proper accounting records for the Plans and establish a health spending account (hereinafter “HSA”) for each Plan Member of the Plan Sponsor, as well as provide appropriate reports concerning the financial status of each HSA.  

PLAN SPONSOR SHALL: 

1. Provide Administrator with all information as required by Administrator concerning eligible Plan Members to be enrolled in the Plans, and to further provide Administrator with any changes to such information, within one business day of the Plan Sponsor learning of the change. 
2. Provide Administrator with any rationale for the class and contribution levels allocated to each Plan Member, upon request.   
3. Contribute amounts to each HSA, as required under the Plans within 30 days of the Plan Start date of the Plans. 
4. Pay to Administrator such fees plus applicable taxes as set out in the electronic sign up form. 

B. PLAN MEMBERS, DEPENDANTS & CLAIMS PROCESSING: 

1. A Plan Member or dependant is not enrolled into the Plans until the Plan Sponsor has provided Administrator with all the required information concerning the Plan Member or dependant. The Plan Sponsor shall be responsible for ensuring all Plan Members and/or dependants so enrolled into a Plan shall be persons permitted to participate in a PHSP under the Income Tax Act (Canada) 
2. If a Plan Member ceases to be an employee of the Plan Sponsor within the Plan Year, all contributions into the Plans, as applicable, for which that Plan Member and his/her dependants are entitled, will accrue to the date of cessation of employment only.  Any unused portion of the Plan Member’s HSA funds will be available to the Plan Member or the Plan Member’s dependants, for the subsequent Plan Year.  
3. The total claim which a Plan Member is entitled under his or her HSA in any Plan Year is equal to: (i) the amount to which the Plan Sponsor has agreed to contribute for the Plan Member for that year as per their employment contract, plus (ii) any funds (if any) contributed by the Plan Member to the HSA, plus (iii) any eligible unused funds that were carried forward from a previous year as per the Plans and in accordance with any applicable laws. 
   
4. Each Plan Member submitting valid eligible medical and dental expense claims for reimbursement must use the method prescribed by Administrator at the time of submission.  Furthermore, all medical and dental expense claims must comply with the requirements of the Income Tax Act (Canada). 
5. Each reimbursement payment is subject to a processing fee and applicable taxes.  Administrator reserves the right to amend the rate, as administrative costs demand. 
6. Administrator will not pay any claim with respect to any Plan Member or his or her dependents unless the Plan Member's HSA contains sufficient funds to pay such claim and any amounts paid out of an HSA to provide for benefits shall be deemed to be paid on a first in, first out basis. 

C. PLAN ADMINISTRATION: 

1. The Plan Year shall run for twelve months from the Plan Start date of the Plans as set out in the electronic sign up form.   
2. The Plans shall automatically renew on the day following the Plans Year End date, unless the Plan Sponsor or Administrator gives 30 days written notice prior to the Plans Year End date.  The Plan Sponsor acknowledges and understands that there can be no modification of the Plans during the Plan Year unless there is “life event” or change in a Plan Member’s employment status or class.  A life event shall include, but not be limited to, events such as the birth or death of a dependant, a change in marital status or the loss of insurance coverage under a spouse's employer's plan. 
3. Plan Sponsor will designate one or more of its employees as Plan administrator (each, a “Plan Admin”) to access the Services on behalf of Plan Sponsor.  Plan Sponsor will immediately advise Administrator of any changes or additions to the list of appointed Plan Admins.  Plan Sponsor is responsible for the initial set up and ongoing administration of a Plan in accordance with the provisions of such Plan.  Plan Sponsor is responsible to manage the designation of Plan Admin(s) and agrees to be fully responsible for the access and use of the Services, as defined in the Administrator’s electronic access agreement, by anyone using the Username and Password of a Plan Admin.  Plan Sponsor agrees that each Plan Admin is able to view all previously submitted information regarding the Plan and to input and change information.  Plan Sponsor will ensure that each Plan Admin complies with all administrative rules in respect of the Plan communicated by Administrator from time to time. 
4. Plan Sponsor is solely responsible for ensuring that its Plan Members who enroll in a Plan are eligible for coverage under the Plan.  Plan Admins, acting on behalf of Plan Sponsor, will perform initial setup for Plan Members and termination of any Plan Members and dependants who cease to be eligible for coverage under the Plan.  Administrator will have no liability or responsibility toward any individual who was or is eligible to be enrolled as a Plan Member or dependant, but who failed to be so enrolled by Plan Admins as and when that individual ought to have been enrolled, as provided under the Plan. 
5. Plan Sponsor authorizes Administrator and Blendable to provide the Plan advisor with access to the Services in order to view the Plan information, including billings and booklets. 
6. Plan Sponsor will inform Administrator immediately, in writing, when the relationship between the Plan Sponsor and Plan advisor ends, for any reason, so that Administrator may terminate Plan advisor’s access to the Plan information. 
7. Plan Sponsor acknowledges and understands that all contributions made on behalf of eligible Plan Members shall be directed to the Trust through Blendable and allocated to a separate HSA for each Plan Member in accordance with the Plans.  The Trust may designate a trust account at Blendable for the collection and distribution of such contributions as well as, the reimbursement of Plan Member claims.  All funds received shall be held in trust by the Trust and such funds shall not be considered the property of the Plan Sponsor, Blendable, or Administrator.   
8. Plan Sponsor acknowledges and understands that contributions to the Plans cannot revert back to the Plan Sponsor or be used for any purpose other than providing the health and welfare benefits under the Plans. In addition, the Plan Sponsor's contributions under the Plans must not exceed the amounts required to provide these benefits.  
9. The Plans form part of the Plan Member’s employment contract with the Plan Sponsor and the contributions due to the Trust are not voluntary and shall be considered a debt owing by the Plan Sponsor and as such the Trust and Administrator shall have the right to enforce the payment of the debt. 
10. Administrator will not provide the Plan Sponsor with any information regarding an Plan Member that Administrator reasonably deems confidential information of the Plan Member without the prior written consent of the Plan Member. 
11. In the event that the Plans are terminated without having been transferred to another qualifying plan, or otherwise becomes dormant, or in the event that Administrator is not able to contact the beneficiary of an HSA for a period of 5 years, the funds remaining in that HSA shall be contributed to a registered charity as defined in the Income Tax Act (Canada). 
12. Subject to compliance with the standard of care set forth in herein and in the trust agreement, the Trust, Administrator and Blendable shall not be liable if payments are not made by the Plan Sponsor or the Plan Members, in accordance with the terms of this Agreement.
13. Plan Sponsor covenants and agrees that it shall indemnify and save harmless the trustees of the Trust, Administrator and Blendable and where applicable, each of its directors, officers and employees, from and against all costs, expenses and liabilities (including all expenses reasonably incurred in their defence thereof) arising in any manner out of or in connection with this Agreement and the Plans hereby constituted, except to the extent that the same is attributable to the lack of good faith, negligence, malfeasance, or willful misconduct of the trustees of the Trust, Administrator or Blendable, or to the failure of any to perform its  obligations as set out herein. 

D. REPRESENTATIONS OF THE PLAN SPONSOR: 

1. The Plan Sponsor represents, warrants and covenants that
   a: Plan Sponsor is a corporation and it has the necessary corporate power and authority to enter into this Agreement;
   b. this Agreement is a legal, valid and binding obligation on Plan Sponsor enforceable against it in accordance with its terms;
   c. all information provided hereunder in respect of Plan Members is provided in compliance with applicable laws and regulations regarding personal information;
   d. it is capable of understanding and assessing the merits of the Plans on its own behalf or through independent professional advice.  Plan Sponsor acknowledges that any communications from Administrator or any of its affiliates, whether written or oral, shall not be considered investment, legal, financial, tax or accounting advice or as a recommendation to participate in the Plans, and Plan Sponsor will not rely on any communications as such;
   e. it has been provided the opportunity to seek legal, accounting and financial counsel and has either sought and received such counsel or does herby irrevocably waive its rights to do so.  Plan Sponsor acknowledges that it is freely and voluntarily entering into this Agreement, without duress or undue influence and acknowledges that the contra proferentem rule shall not apply in interpretation of the provision hereunder or any issues of ambiguity with respect thereto.  

E. NO REPRESENTATIONS OR WARRANTIES: 

1. The Plan Sponsor acknowledges and agrees that neither Administrator nor any of its officers, employees, agents, contractors or affiliates makes any representation or warranty in relation to the tax status of the Plans or their adequacy, accuracy, completeness or suitability for any tax credit. 
2. Plan Sponsor acknowledges that Administrator may sub-contract some or all of its obligations under this Agreement. 
3. Except as expressly agreed in writing, neither Administrator nor any of its affiliates, suppliers, successors, agents, authorized distributors, officers, directors, employees and independent contractors shall be liable for any claims, actions, suits, judgments, settlements, proceedings, liabilities, losses, damages, expenses (including consequential damages and loss of profits, legal fees and expenses of counsel) and costs asserted against or incurred by the Plan Sponsor or any of the Plan Sponsor’s officers, employees, agents, contractors, representatives and affiliates arising out of or relating to the acts, omissions, negligence and/or breach of its warranties or contractual obligations hereunder of Administrator nor any of its affiliates, suppliers, successors, agents, authorized distributors, officers, directors, employees and independent contractors.  Such indemnification obligation shall survive the expiration or termination of this Agreement, which may arise from the use of the Plans by the Plan Sponsor or by any of such officers, employees, agents, contracts, representatives and affiliates. 
4. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR ANY OTHER INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WITH RESPECT TO LOSS OF DATA OR PROFITS OR BUSINESS INTERRUPTION) SUFFERED BY THE OTHER PARTY HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
5. Administrator is not an insurance company although its affiliated companies may sell insurance products as agents for insurance companies. 

F: GENERAL PROVISIONS: 

1. The Plan Sponsor confirms receipt of an executed copy of this Agreement, including all schedules hereto. 
2. As between Plan Sponsor and Administrator, all right, title and interest in and to all Administrator’s pre-existing intellectual property rights owned by Administrator or its Affiliates, whether registered or unregistered, and any modifications thereto and any materials or software owned by Administrator or with respect to which Administrator has responsibility for acquiring and maintaining license rights, or any trademarks, trade names, inventions, improvements, discoveries, formulae, processes, ideas, algorithms, computer software (collectively, “Administrator’s IP”) shall remain Administrator’s exclusive property.   
3. The relationship between Plan Sponsor and Administrator is one of independent contractor.  This Agreement is not intended to create and shall not be construed as creating between the parties the relationship of principal and agent, joint venturers, partners or any similar relationship, the existence of which is hereby expressly denied. 
4. Administrator, at its discretion, may amend this Agreement when required and such amendment shall be fully binding upon the Plan Sponsor.  Administrator will notify the Plan Sponsor of any changes to this Agreement within 30 days of the date on which such change shall become effective. 
5. This Agreement and any of the benefits, obligations and forms of remuneration provided for under this Agreement may be pledged, assigned or transferred by Administrator in whole or in part.  Neither this Agreement nor any of the benefits, obligations and forms of remuneration provided for under this Agreement may be pledged, assigned or transferred by the Plan Sponsor in whole or in part. 
6. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to disqualify the Plans herein as Private Health Services Plans within a pre-funded Health and Welfare Trust under the Income Tax Act (Canada), or similar provincial or federal legislation. 
7. The Plan Sponsor acknowledges and agrees that any personal, health-related, financial and other details about Plan Sponsor whether given to or obtained by Administrator, Blendable or their affiliates, or that is obtained outside of Administrator, Blendable or their affiliates, including through the products and services used by the Plan Sponsor may be collected, used, disclosed, transferred, or stored in accordance with the Privacy Policy. Such Privacy Policy may be amended from time to time to reflect changes in legislation or other issues that may arise and will be posted on the Blendable website and Plan Sponsor acknowledges, authorizes and agrees to be bound by such amendments. 
8. This Agreement enures to the benefit of, and binds each party's respective successors and permitted assigns, and their respective legal personal representatives, heirs, executors, administrators or successors. 
9. This Agreement shall be construed and enforced according to the laws of the Province of Ontario and all provisions hereof shall be administered according to the laws of the said Province. 
10. Unless otherwise specified, all notices given under this Agreement shall be in writing.  Notices may be sent through Administrator’s designated website(s), by ordinary mail, facsimile or e-mail to the last known address of the party.
    

Exhibit A to Employer Participation Agreement 
BLENDABLE SOLUTIONS INC. 
HEALTH TRUST AGREEMENT 

Background: 

A. Your Company/Business Name as defined in the electronic sign up form (hereinafter the “Plan Sponsor”) wishes to retain Blendable Solutions Inc. (“Administrator”) to administer one or more medical and dental plans for its employees (individually “Plan Member” or collectively “Plan Members”), on the terms and conditions set forth in an Employer Participation Agreement of even date herewith (the “Participation Agreement”). Capitalized terms used in this Trust Agreement shall have the meaning ascribed to them in the Participation Agreement. 

B. Administrator and the Your HSA Trust (the “Trust”) have executed a separate trust agreement to govern the terms of the Trust. 
 
In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged and agreed, Plan Sponsor, the Trust and Administrator agree as follows: 

1. Contributions by Plan Sponsor. All contributions (the “Funds”) made by Plan Sponsor on behalf of eligible Plan Members shall be directed to the Trust through Blendable Inc (“Blendable”) and allocated to a separate health spending account (“HSA”) for each Plan Member in accordance with the Plans.  The Plan Sponsor agrees that its contributions shall not exceed the amount required to provide the benefits designated in the Plans. 
2. Designated Plan Accounts. The Trust may designate a trust account at Blendable for the collection and distribution of such contributions as well as, the reimbursement of Plan Member claims.  The Trust shall designate separate accounts for each Plan Sponsors’ Health and Welfare Trust (“HWT”) and Private Health Services Plan (“PHSP”).  All Funds received shall be held in trust by the Trust and such Funds shall not be considered the property of the Plan Sponsor, Blendable, or Administrator. Amounts paid out of a HWT for claims or insurance premiums with respect to a Plan Member or Beneficiary shall be deducted from the balance of the applicable HWT account. 
3. Payment of Taxes. The Trustees shall cause the Trust to pay out of the Funds all taxes and other assessments of any and all kinds levied or assessed under existing or future laws upon or in respect of the Funds, and shall withhold from payments out of the Funds all taxes and other assessments required by any applicable law to be withheld.  
4. Payment for Benefit Plans. The Trust may only make payments for premiums for (a) group sickness or accident insurance plans, (b) private health services plan, (c) group term life insurance policies or any combination of (a)-(c) as may be designated by a Plan Sponsor.  
5. Payment of Fees. The Trustees shall be paid from the investment income forming part of the Funds such reasonable fees as set out by the Ministry of the Attorney General for the administration and management of trusts and trust assets managed under the Trustee Act, Ontario or such other fees as shall from time to time be agreed upon in writing by the Administrator and the Trustees.  All expenses reasonably incurred in the administration of the Trust also may be withdrawn from the investment income forming part of the Trust.  Such fees may be withdrawn by the Trustees out of the Funds as aforesaid.  Subject to compliance with the terms of this Agreement and the Participation Agreement, all expenses reasonably incurred in the administration of the Funds (including the fees of the Administrator and any person employed or retained) may be withdrawn by the Trustees out of the Fund. 
6. Performance of Duties by Trustees. In the performance of their duties hereunder the Trustees shall act honestly and in good faith but, otherwise, the Trustees shall not be liable hereunder except for their own negligence, malfeasance, wilful misconduct, lack of good faith, or failure to perform any of their duties or obligations as Trustees of the Fund as set out herein or at law.  Subject to the foregoing, the Trustees shall be fully protected in relying upon a certification and /or direction of the person or persons designated by the Administrator to issue the directions or certify matters hereunder and also in relying upon a certification of the Administrator as the identity of such person or persons from time to time: and also in continuing to rely upon any such certification until a subsequent certification is filed with the Trustees. 
7. Liability of Trustees. Subject to compliance with the standard of care set forth above, the Trustees shall not be liable for the proper application of any part of the Fund if payments are made in accordance with the terms of the Participation Agreement, nor shall the Trustees be responsible for the adequacy of the Funds to meet and discharge any and all payments and liabilities under the Plans of the Participation Agreement. 
8. Powers of Trustees. Subject to the provisions of this Agreement and the Participation Agreement, the Trustees shall have, in addition to any other power and authority to which trustees are entitled at law, all and every power, right and authority necessary or desirable to enable them to administer the Fund and carry out their duties, obligations and rights hereunder, including but not limited to the powers, as set out in the Trustee Act of Ontario for the investment of trust funds.  Notwithstanding any other provision of this Agreement and the Participation Agreement, no part of the capital or income of the Funds shall be invested in shares, notes, bonds, debentures or similar indebtedness issued by: (a) the Plan Sponsor, (b) any person who does not deal at arm’s length with the Plan Sponsor, or (c) any person who is a member of a group of persons not dealing at arm’s length with the Plan Sponsors, nor shall any part of the Fund be invested in property which is or will be used directly or indirectly, by the Plan Sponsor or any person who does not deal at arm’s length with the Plan Sponsor or who is a member of a group of persons not dealing at arm’s length with the Plan Sponsor.   
9. Fiscal Year End of the Trust.  The Trust shall have a fiscal year ending December 31 in each year.  The Trustees shall be responsible for the preparation and filing of all information and tax returns required to be made or filed in respect of the Trust under the Income Tax Act (Canada), or similar provincial legislation. 
10. No Obligation to Invest Funds. There shall be no obligation on the Trust or its trustees to invest funds held in the Trust or to earn interest.
11. Indemnity by Plan Sponsor. Plan Sponsor covenants and agrees that it shall indemnify and save harmless the trustees of the Trust, Administrator and Blendable and where applicable, each of its directors, officers and employees, from and against all costs, expenses and liabilities (including all expenses reasonably incurred in their defence thereof) arising in any manner out of or in connection with this Agreement and the Plans hereby constituted, except to the extent that the same is attributable to the lack of good faith, negligence, malfeasance, or willful misconduct of the trustees of the Trust, Administrator or Blendable, or to the failure of any to perform its  obligations as set out herein. 
12. Severance. In the event that any one or more Plans or Participation Agreement, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability or should they disqualify the Trust as being treated as a Health and Welfare Trust then those Plans or Participation Agreements shall not affect any other provisions of this agreement, or any other Participation Agreement, but this agreement shall be construed as if such Plans or Participation Agreements had never been contained herein. 
13. Termination of HWT. If Plan Sponsor’s HWT is terminated without being transferred to another qualifying HWT or if the HWT otherwise becomes dormant, the Trustees may contribute any funds in such HWT to a registered charity (as such term is defined in the Income Tax Act (Canada). If the Trust is unable to successfully contact the Plan Sponsor for five (5) years or more, such Plan Sponsor’s plan shall be deemed “dormant” for purposes of this Agreement. 
14. This Agreement enures to the benefit of, and binds each party's respective successors and permitted assigns, and their respective legal personal representatives, heirs, executors, administrators or successors. 
15. This Agreement shall be construed and enforced according to the laws of the Province of Ontario and all provisions hereof shall be administered according to the laws of the said Province.