STATE AND TERRITORY SPECIFIC PROVISIONS

The following State and Territory Specific Provisions are incorporated by reference into the Client Services Agreement (the “CSA”) by and between Sequoia One PEO, LLC (“Sequoia”) and the Client identified in such CSA, and apply only in each respective State and the District of Columbia. All capitalized terms used in these State and Territory Specific Provisions and not otherwise defined herein shall have the meanings ascribed to such terms as set forth in the Agreement. As used herein, “Agreement” shall refer to the CSA, these State and Territory Specific Provisions, and any other agreements incorporated by reference into the CSA. In the event of a conflict between a State and Territory Specific Provision and other parts of the Agreement, the State and Territory Specific Provision shall control. In all other aspects the other parts of the Agreement remain as written unless expressly modified by a State and Territory Specific Provision. Where rights are reserved in order to comply with state or federal laws requiring the reservation of such rights by a PEO, the rights are reserved only to the extent required by such laws. Sequoia will provide, and Client will cooperate with Sequoia in providing, written notice to Covered Employees of the general nature of the Professional Employer Organization (“PEO”) relationship, to the extent required under applicable PEO licensing and registration laws.

1. Alabama

a. Sequoia (i) reserves a right of direction and control over each Covered Employee; (ii) assumes responsibility for the payment of wages to each Covered Employee and to withhold, collect, report, and remit payroll-related and unemployment taxes; and (iii) retains a right to hire, terminate, and discipline each Covered Employee.

b. Except as otherwise provided herein, Client retains the exclusive right to direct or control the Covered Employees as is necessary to conduct the business of Client, to discharge the fiduciary responsibilities of Client, or to comply with any licensure requirements application to Client or the Covered Employees.

c. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

d. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

e. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

f. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

g. Upon termination of the Agreement, Sequoia shall provide to Client, if requested, records regarding the loss experience related to workers’ compensation insurance provided to Covered Employees.

2. Arizona

a. If Client employs any workers in addition to the Covered Employees, Client shall provide to Sequoia the name of the workers’ compensation insurance carrier that is providing workers’ compensation coverage to such workers and any other related information required by the State.

b. Client shall comply with and agrees to be considered the sole employer for purposes of, the Legal Arizona Workers Act and to the extent not prohibited by applicable law, the obligation to comply with this Act is retained solely and exclusively by Client.

c. If requested by Client, upon termination of the Agreement Sequoia will provide to Client records regarding the premiums and loss experience related to workers’ compensation insurance provided to Covered Employees under the Agreement.

3. Arkansas

a. Sequoia (i) reserves a right of direction and control over each Covered Employee; (ii) assumes responsibility for the payment of wages and salaries to each Covered Employee and to withhold, collect, report, and remit payroll-related and unemployment taxes; (iii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iv) retains a right to hire, terminate, and discipline each Covered Employee.

b. The authority to hire, terminate and discipline Covered Employees is specifically retained by Client.

c. At or after termination of the Agreement, Sequoia shall provide to Client, if requested, records regarding the premiums and loss experience related to workers’ compensation insurance provided to Covered Employees under the Agreement.

d. During the term of the Agreement and for ninety (90) days thereafter, Client may request records of applicable: (i) payroll records; (ii) workers’ compensation coverage, losses, and claims; and (iii) employee benefits (if any). Client shall pay Sequoia for all reasonable expenses incurred in reproducing such records.

e. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

f. A Covered Employee is not, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

4. California

a. With or without consulting assistance from Sequoia, Client is solely responsible for completing anti-harassment training, to the extent required by California law, for all Covered Employees either live or on-line every two (2) years and within six (6) months of Covered Employee being hired or promoted to supervisor. Client assumes all civil legal responsibility and civil liability under California Labor Code Section 2810.3. Client is responsible for implementing and maintaining an Illness Injury and Prevention Program and for otherwise complying with all California mandated health and safety requirements, with or without consulting assistance from Sequoia. Client is responsible for complying with posting and notice requirements under California law, including but not limited to the Wage Theft Protection Act notices, EDD mandated unemployment and disability insurance notices, expense reimbursement, and new hire workers’ compensation insurance related notices. Client is responsible for ensuring compliance with California meal period, rest break, heat related break, seating, split shift, and minimum reporting time pay requirements, with or without consulting assistance from Sequoia. Client will provide paid sick leave to Covered Employees to the full extent required by California law, with or without consulting assistance from Sequoia. Client is solely responsible for all costs associated with “first aid” claims as defined by California law. Client agrees that Sequoia is not a joint employer for purposes of liability pursuant to the California Wage Orders, Labor Code, and Government Code.

b. Client will not engage in operating a garment manufacturing operation or a car wash operation without Sequoia’s written consent.

c. Client agrees that Client and Sequoia are not joint employers or dual employers, as those terms are defined by Cal/OSHA.

d. Client is responsible for California business taxes, including without limitation, environmental fees required under California Health and Safety Code.

e. To the extent Client compensates Covered Employees by the job, load, delivery, or piece, Client is solely responsible for ensuring that its pay practices comply with California wage laws. Included in this requirement is the obligation to ensure Covered Employees are paid the applicable minimum wage and overtime rates (if applicable) for hours worked as well as compensable down time and paid rest break time, to the extent required by law.

f. To the extent Client pays any Covered Employees commissions, Client is solely responsible for compliance with California Labor Code section 2751.

5. Colorado

a. Sequoia intends to assign the Covered Employees to Client on a long-term basis and not reassign the Covered Employees to a series of limited-term assignments.

b. Sequoia reserves a right of direction and control over the Covered Employees.

c. Sequoia reserves a right to set the Covered Employees’ rate
of pay and to pay the Covered Employees from its own accounts.

d. Sequoia reserves a right to hire, discipline, terminate, and reassign Covered Employees.

e. Client shall cooperate with Sequoia to provide notice to the Covered Employees of the respective responsibilities and duties of the Parties under the Agreement and obtain their consent thereto.

6. Connecticut

a. Sequoia (i) assumes responsibility for the payment of wages and salaries to each Covered Employee and to withhold, collect, report, and remit payroll-related and unemployment taxes; and (ii) to make payments for employee benefits for Covered Employees under the Agreement (if any).

b. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

c. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

d. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

e. A Covered Employee is not, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

7. District of Columbia

a. Client will provide paid sick leave to Covered Employees to the full extent required by District of Columbia’s Accrued Sick and Safe Leave Act (“ASSL”), with or without consulting assistance from Sequoia.

b. If Client requests that Sequoia make any payments to or for the benefit of Client or any Covered Employee or perform any other act required under the ASSL, such request shall be in writing, and Client expressly agrees to pay any associated additional fees or costs in accordance with the terms of this Agreement.

c. Client shall upon the Effective Date of the Agreement, reimburse Sequoia for all fees and expenses incurred by Sequoia in paying such outstanding amounts. Such reimbursement shall include, but not limited to, any owed contributions, administrative assessments, penalties and/or interest imposed by the DES against Client’s unemployment account.

8. Florida

a. Sequoia assumes such responsibility for the payment of wages to the Covered Employees without regard to payments by Client to Sequoia as is required by applicable law. In the event Client does not pay Sequoia for all services rendered, Sequoia may pay Covered Employees at the minimum wage rate or minimum salary provided for in the Fair Labor Standards Act and pursuant to Florida law. This provision in no way affects the obligation of Client to pay Sequoia for all services rendered and in no way affects the obligations of Client pursuant to local, state and federal law, including but not limited to the requirement to timely pay all Covered Employees their regular rate of pay through Sequoia (or directly, if otherwise required by law). Notwithstanding anything to the contrary, unless otherwise required by law, the term “wages,” pursuant to Florida Administative Code Section 61G7-6.001, does not include any obligation on the part of Sequoia to assume any contractual obligation which may exist between Client and any Covered Employee, or any other compensation or benefit, in any form and does not include any obligation between Client and any Covered Employee for payments beyond or in addition to the Covered Employee’s salary, draw, or regular rate of pay unless Sequoia specifically adopts such obligations by way of a written agreement entered into with the Covered Employee and signed by a Controlling Person of Sequoia. The parties agree that as of the Effective Date of this Agreement, Sequoia has not entered into any such written agreement with any Covered Employee and has not assumed any of the aforementioned obligations of Client as set forth in this Section. In this regard, Sequoia does not assume responsibility for payment of bonuses, commissions, severance pay, deferred compensation, any other compensation or benefit in any form, profit sharing, vacation pay, sick leave, or other paid time off pay, or for any other payment not required by law, where payment for such items has not been received by Sequoia from Client and Sequoia assumes no contractual obligation which may exist between Client and any Covered Employee.

b. Sequoia shall prepare and distribute payroll disbursements to Covered Employees, make the appropriate payroll deductions and collection of taxes, file the appropriate reports and make payment to proper governmental authorities for federal, state, and local income taxes, Social Security tax, federal and state unemployment insurance taxes and any other local, state or federal tax directly attributed to the employment of the Covered Employees. Sequoia shall maintain necessary records and comply with reporting procedures and Sequoia assumes full responsibility for the payment of payroll taxes and collection of taxes from payroll on Covered Employees regarding payroll reported to and paid by Sequoia.

c. Sequoia shall secure workers’ compensation coverage in such amounts as is required by applicable law. This will be accomplished by way of a workers’ compensation policy issued to Sequoia by a carrier admitted to issue such policies in the State of Florida.

d. Sequoia reserves such right of direction and control over Covered Employees and shall retain such authority to hire, terminate, discipline and reassign Covered Employees as may be necessary to fulfill Sequoia’s obligations under Florida law. Client shall, however, retain such sufficient direction and control over the Covered Employees as is necessary to conduct Client’s business and without which Client would be unable to conduct its business, discharge any fiduciary responsibility that it may have, or comply with any applicable licensure, regulatory, or statutory requirement of Client. Additionally, to the extent not prohibited by applicable law and Florida Administrative Code Section 61G7-6.001, Client will exercise the assignment of performing such rights and authority to allow Client to exercise sole and exclusive control over the day-to-day job duties of all Covered Employees and sole and exclusive control over the job site at which, or from which, Covered Employees perform their services. Client expressly absolves Sequoia of control over the day-to-day job duties of the Covered Employees and over the job site at which, or from which, Covered Employees perform their services. Additionally, Client and not Sequoia, shall have the right to control the manner, means, and details of the work performed by the Covered Employees. In this regard, authority to change Covered Employees’ employment and working conditions, the services provided by Covered Employees, the tools and equipment used by Covered Employees, and the ability to determine Covered Employees’ rate and method of pay are all the responsibility of Client. The parties acknowledge and agree that any retention of any right of direction and control and any right to hire, terminate, discipline, and reassign the Covered Employees by Sequoia, to the extent not prohibited by applicable law, does not require the actual exercise of such authority, responsibilities or rights by Sequoia. Sequoia only reserves and retains such rights, responsibilities, and authority as is required by applicable law and employment responsibilities not those of Sequoia pursuant to this Service Agreement or applicable law shall remain with Client. The client has the right to accept or cancel the assignment of any Covered Employee.

e. Sequoia retains such right of direction and control over management of safety, risk, and hazard control at the worksite or sites affecting its Covered Employees, including, with regard to Covered Employees: such responsibility for performing safety inspections of Client equipment and premises; such responsibility for the promulgation and administration of employment and safety policies; and such responsibility for the management of workers’ compensation claims, claims filings, and related procedures, as is required by Florida law. Notwithstanding this provision, to the extent not prohibited by Florida law and Florida Administrative Code Section 61G7-6.001, Client has contractually undertaken the assignment of performing such rights and responsibilities so as to allow Client to exercise sole and exclusive direction and control over the following: the management of safety, risk, and hazard control at the worksite or sites affecting Covered Employees, including responsibility for performing safety inspections of Client equipment and premises; and responsibility for the promulgation and administration of employment and safety policies. Client agrees that Sequoia, as a professional employer organization, has no presence at any Client worksite(s) and cannot and is not warranting the safety of Client’s business and worksite(s) and Client expressly waives any claim against any Sequoia Indemnified Party based on any safety, risk or hazard issue at Client’s worksite(s). Client acknowledges that Sequoia, in either providing or not providing such assistance and responsibility as set forth in this Section assumes no liability and no responsibility regarding safety issues at Client’s worksite(s). While Sequoia shall retain such right of direction and control over the management of safety, risk and hazard control involving Covered Employees performing work at Client worksite(s), as is required by applicable law, compliance with all applicable laws related to such matters is a responsibility of Client¬. Additionally, Sequoia shall not be liable for any workers’ compensation claim from any employee of Client or from anyone else who is not a Covered Employee. Also, unless otherwise required by law, Sequoia shall not be liable for any workers’ compensation claim from any employee of Client, when Client is maintaining its own workers’ compensation policy.

f. Sequoia and Client shall each notify, in writing, all Covered Employees of the inception and termination of this Agreement and Sequoia shall provide written notice of the relationship between the Sequoia and Client to each Covered Employee.

g. Under penalties of perjury, the undersigned representative of Client declares that Client has met any and all prior premium and fee obliga¬tions with regard to workers’ compensation premiums and employee leasing/professional employer organization payments, to all prior employee leasing/professional employer organization and workers’ compensation carriers, with which Client has previously had a contractual relationship.

h. Upon any request by Sequoia or its assigns, and at least annually, Client shall allow an on-site physical examination of such books, records, documents and other information sources deemed appropriate by Sequoia and/or its assigns to aid Sequoia and its assigns in the determination of proper workers’ compensation classifications of Covered Employees and to aid in the determination of payroll amounts paid to such Covered Employees to the extent set forth in Section 440.381, Florida Statutes, and the rules promulgated thereunder. Such examination shall be strictly for the purposes of determining proper workers’ compensation classifications of Covered Employees and to aid in the determination of payroll amounts paid to such Covered Employees. Client shall remain obligated to Sequoia for any misclassification, delinquency and/or unpaid premium amount found in the audit. This provision shall survive the expiration or other termination of this Agreement.

i. Sequoia does not assume any responsibility for and makes no assurances, warranties, or guarantees as to the ability or competence of any Covered Employee. This Agreement in no way alters any responsibilities of Client which arise from Section 768.096, Florida Statutes, and Client assumes all responsibilities pursuant to Section 768.096, including, but not limited to, respon¬si¬bility to perform any and all work history, reference checks and background checks on Covered Employees, including driving record and accident record background checks.

j. Client shall immediately report to Sequoia all complaints, allegations or incidents of any tortious misconduct or workplace safety violations, regardless of the source. Client shall provide to Sequoia complete and accurate disclosure of all circumstances surrounding such matters.

k. Any obligation placed upon an employer by applicable law to verify the eligibility of an individual for employment through the Basic Employment Verification Pilot Program as jointly administered by the United States Department of Homeland Security and the Social Security Administration (“E-Verify”) or any successor program or to in any manner utilize the E-Verify system, including the obligation to comply with Florida Senate Bill 664, set forth at Section 448.095, Florida Statutes, to the extent allowed by law, is retained solely and exclusively by Client.

9. Georgia

a. Sequoia (i) assumes responsibility for payment of the wages of the Covered Employees, and for the withholding and payment of payroll taxes; and (ii) reserves a right of direction and control over the Covered Employees.

b. Client shall be considered to be the sole employer of the Covered Employees for licensing purposes.

10. Hawaii

a. Sequoia shall serve as the employer of record during the term of the Agreement for purposes of complying with all laws relating to unemployment insurance, workers’ compensation, temporary disability insurance, and prepaid health care coverage.

b. Client shall cooperate with Sequoia to give written notice of the general nature of the relationship between the Sequoia and Client to each Covered Employee, as required under applicable law.

11. Idaho

a. Sequoia (i) reserves a right of direction and control over the Covered Employees; (ii) assumes responsibility for the withholding and remittance of payroll-related taxes and employee benefits from its own accounts, as long as the Agreement remains in force and (iii) retains authority to hire, terminate, discipline, and reassign the Covered Employees.

b. Client retains such sufficient direction and control over the Covered Employees as is necessary to conduct Client’s business and without which Client would be unable to conduct its business, discharge any fiduciary responsibility which it may have, or comply with any applicable licensure, regulatory or statutory requirement of Client.

c. Client retains the right to accept or cancel the assignment of any Covered Employee.

d. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

e. A Covered Employee is not, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

f. Sequoia will provide, and Client will post at the Client’s worksite, a notice to Covered Employees informing them of the general nature of the co-employment relationship between Sequoia and Client.

12. Illinois

a. Client shall provide to Sequoia Client’s unemployment insurance account number, a general description of Client’s business and business locations, and a power of attorney with respect to client identity reports to the Department of Employment Security, in accordance with State law.

b. Sequoia in conjunction with Client: (i) retains a right of direction and control over Covered Employees; and (ii) retains a right to hire and terminate Covered Employees; and Sequoia assumes responsibility for the withholding and remittance of payroll-related taxes and employee benefits from its own accounts.

13. Indiana

a. Sequoia assumes responsibility for (i) payment of wages to Covered Employees; (ii) withholding, collection, reporting, and remittance of payroll related and unemployment taxes; and (iii) making payments for employee benefits for Covered Employees (if any).

b. Sequoia may exercise and enforce only the rights, and is obligated to perform only the duties and responsibilities that are required of Sequoia or specifically allocated to Sequoia under state law and the Agreement.

c. Client retains the exclusive right to direct and control the Covered Employees as necessary to: (i) conduct Client’s business; (ii) discharge Client’s fiduciary responsibilities; and (iii) comply with licensure requirements that apply to Client or the Covered Employees.

d. At or after termination of the Agreement, Sequoia shall provide to Client, if requested, records regarding the loss experience related to workers’ compensation insurance provided to Covered Employees under the Agreement.

e. Sequoia is not responsible for an obligation between Client and a Covered Employee for payments in addition to the Covered Employee’s salary, draw, or regular rate of pay, including bonuses, commissions, severance pay, deferred compensation, profit sharing, or vacation, sick, or other paid time off unless expressly agreed to in the Agreement.

f. Sequoia is not liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

14. Kansas

a. Sequoia (i) assumes responsibility for the payment of wages to Covered Employees and the withholding and remittance of payroll-related taxes; (ii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iii) retains a right to hire, terminate, and discipline the Covered Employees only as necessary to fulfill Sequoia’s responsibilities under the Agreement and State law.

b. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.

c. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by State law or set forth in the Agreement. The rights, duties, and obligations of Sequoia as coemployer with respect to any Covered Employee are limited to those arising under the Agreement and state law during the term of coemployment by Sequoia of the Covered Employee.

d. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

e. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

f. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

g. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

h. Sequoia shall provide, and Client shall post, in a conspicuous place at the Client’s worksite, a notice to the Covered Employees informing them of the general nature of the co-employment relationship between Sequoia and Client, as well as any other notices required by State law relating to unemployment compensation and minimum wages.

15. Louisiana

a. Sequoia (i) assumes responsibility for the payment of wages to Covered Employees and the withholding and remittance of payroll-related taxes; and (ii) retains a right to hire, terminate, and discipline the Covered Employees.

b. Client retains control over its business enterprise and exercises direction and control of the Covered Employees as to the manner and method of work done in furtherance of Client’s business.

c. The Agreement is executed between Sequoia and Client subject to the provisions of Part VII of Title 22 and Part XII of Chapter 11 of Title 23 of the Louisiana Revised Statutes of 1950.

16. Maine

a. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.

b. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by State law or set forth in the Agreement.

c. Only to the extent required by State law in order to provide the services contemplated by the Agreement, and for no other purpose express or implied, Sequoia reserves a right of direction and control over each Covered Employee.

d. Client may report any complaints regarding Sequoia to the Superintendent of Consumer Credit Protection.

17. Maryland

a. Sequoia (i) assumes responsibility for the payment of wages to Covered Employees and the withholding and remittance of payroll-related taxes, including payment of wages to the Covered Employees from its own accounts; and (ii) reserves a right to hire, assign, discipline, terminate, and reassign Covered Employees.

18. Massachusetts

a. Client shall notify the Massachusetts Department of Unemployment Assistance at least 60 days prior to the next due date for the payment of unemployment insurance contributions in accordance with 30 Mass Code Regs. 5.10 and thereafter provide proof of proper notice to Sequoia.

b. Sequoia shall have a right to hire and terminate Covered Employees, but only to the extent necessary to fulfill Sequoia’s responsibilities as set forth in the Agreement or pursuant to 454 Mass. Gen. Laws, section 192 to 203, inclusive, and Client shall have the right to hire, discipline, and terminate Covered Employees.

c. Upon initiation of the PEO relationship, Sequoia shall provide, and Client will post in a conspicuous location at the Client’s worksite, a notice to Covered Employees informing them of the general nature of the co-employment relationship between Sequoia and Client, as required under 454 Mass. Gen. Laws, section 197(c).

d. Upon termination of the PEO relationship, Sequoia shall provide Covered Employees with written notice of the termination of the PEO relationship, as required under 454 Mass. Gen. Laws, section 197(d).

e. Client retains control over its business enterprise and exercises direction and control of Covered Employees as to the manner and method of work done in furtherance of Client’s business.

f. Client will be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

g. Client will be solely responsible for directing, supervising, training, and controlling the work of Covered Employees with respect to the business activities of Client and will be solely responsible for the acts, errors, or omissions of Covered Employees with regard to those activities.

h. Sequoia will not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

i. A Covered Employee will not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employee is included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

j. Client will be considered to be the sole employer of Covered Employees for licensing purposes.

k. Client will cooperate with Sequoia to post required notice in Client’s workplace and provide written notice to each Covered Employee of the general nature of the relationship between Sequoia and Client, as required under 454 Code of Mass. Regs., § 30.06.

19. Michigan

a. Sequoia (i) assumes responsibility for the payment of wages to Covered Employees and the withholding, collecting, reporting, and remittance of payroll-related taxes; (ii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); (iii) assumes responsibility to provide written notice to each Covered Employee in the State regarding the general nature of the co-employment relationship between Sequoia and Client; and (iv) retains a right to hire, promote, reassign, terminate, and discipline the Covered Employees. Client may also hire, promote, terminate, reassign, and discipline the Covered Employees.

b. Both Sequoia and Client agree to comply with the Michigan Worker’s Disability Compensation Act of 1969.

c. Sequoia will provide written notice to each Covered Employee regarding the general nature of the coemployment relationship under the Agreement.

d. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

e. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

f. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

g. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

20. Montana

a. Sequoia (i) reserves a right of direction and control over Covered Employees; (ii) assumes responsibility for the payment of wages to the Covered Employees, workers’ compensation premiums, payroll-related taxes, and employee benefits (if any) from its own accounts without regard to payment by Client to Sequoia; and (iii) retains authority to hire, terminate, discipline, and reassign the Covered Employees.

b. Client retains sufficient direction or control as necessary to conduct its business and without which Client would be unable to conduct business, discharge fiduciary responsibilities, or comply with State licensing laws.

c. Client shall have the right to accept or cancel the assignment of a Covered Employee.

d. Client is responsible for compliance with the Montana Safety Culture Act, Title 39, chapter 71, part 15.

e. Client is solely responsible for compliance with Montana’s Wrongful Discharge from Employment Act, MT Code Section 39-2-901, et seq. (WDFEA), and a Covered Employee’s employment status with Client, under the WDFEA does not alter Covered Employee’s status with Sequoia.

f. With respect to Covered Employees, Client shares joint and several liability for any wages, workers’ compensation premiums, and payroll-related taxes and for any benefits left unpaid by Sequoia. In the event that Sequoia’s PEO license is suspended or revoked, this liability is retroactive to the Client’s entering into the Agreement.

g. Sequoia will provide written notice to each Covered Employee regarding the general nature of the coemployment relationship under the Agreement.

21. Nebraska

a. Sequoia (i) assumes responsibility for the payment of wages to Covered Employees and the withholding, collecting, reporting, and remittance of payroll-related taxes; (ii) assumes responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any); and (iii) retains a right to hire, terminate, and discipline the Covered Employees only as necessary to fulfill Sequoia’s responsibilities under the Agreement and State law.

b. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship.

c. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by State law or set forth in the Agreement. The rights, duties, and obligations of Sequoia as coemployer with respect to any Covered Employee are limited to those arising under the Agreement and State law during the term of coemployment by Sequoia of the Covered Employee.

d. Client retains the exclusive right to direct and control the Covered Employees as is necessary to conduct its business, to discharge any of its fiduciary responsibilities, and to comply with any applicable licensure requirements.

e. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

f. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

g. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

h. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

i. Sequoia shall provide, and Client shall post, in a conspicuous place at the Client’s worksite, a notice to the Covered Employees informing them of the general nature of the co-employment relationship between Sequoia and Client, as well as any other notices required by State law relating to unemployment compensation and minimum wages.

j. Client represents and warrants that a majority of Client’s employees who provide services to Client in Nebraska are co-employed under the Agreement.

22. Nevada

a. Client understands that (i) coverage for workers’ compensation provided under the Agreement does not take effect until effective date designated on the policy; and (ii) while the workers’ compensation coverage provided under the Agreement remains in effect, Sequoia will pay all required premiums, including without limitation, any adjustments or assessments, and will be entitled to any refund of premiums.

b. Except as provided by the Agreement and by State law, all services provided under the Agreement by Sequoia shall cease immediately on the effective date of any termination under the Agreement.

c. Client acknowledges that the insurer from whom the policy of workers’ compensation insurance is obtained by Sequoia has the right to inspect the premises and records of Client.

d. The loss experience of Client will continue to be reported in the name of Client to the Nevada Commissioner of Insurance and will be available to subsequent insurers upon request.

e. The policy of workers’ compensation insurance covers only those employees acknowledged in writing by Sequoia to be employees of Sequoia who are being leased to the Client.

f. Client is responsible at all times for providing coverage for workers’ compensation for any employees of Client who are not Covered Employees under the Agreement. Client must provide satisfactory evidence of this required coverage to the insurer from whom the policy of workers’ compensation insurance is obtained by Sequoia.

g. Sequoia will provide written notice to each Covered Employee regarding the general nature of the coemployment relationship under the Agreement.

23. New Hampshire

a. Sequoia and Client shall comply with and divide employment responsibilities as set forth in NHRSA § 277-B:9I and II.

24. New Jersey

a. Sequoia (i) reserves a right of direction and control over each Covered Employee; (ii) assumes responsibility for the payment of wages to each Covered Employee without regard to payments by Client to Sequoia (except that this subsection shall not affect Client’s obligations with respect to the payment of wages to covered employees; (iii) assumes responsibility for the payment of payroll taxes and collection of taxes from payroll on each Covered Employee; (iv) retains authority to hire, terminate, discipline, and reassign each Covered Employee; (v) will provide written notice of the relationship between the Sequoia and Client to each Covered Employee; (vi) shall hire its initial employee complement from among employees of Client at the time of execution of the Agreement at comparable terms and conditions of employment as are in existence at Client at the time of execution of the Agreement and as designated by Client; (vii) continue to honor and abide by existing collective bargaining agreements applicable to Covered Employees; and (viii) shall provide workers’ compensation insurance for Covered Employees.

b. Both Sequoia and Client each retain a right of direction and control over management of safety, risk and hazard control at the work site or sites affecting each Covered Employee including: (i) responsibility for performing safety inspections of Client equipment and premises; (ii) responsibility for the promulgation and administration of employment and safety policies; and (iii) responsibility for the management of workers’ compensation claims, the filings thereof, and procedures related thereto.

b. Throughout the term of the Agreement the Covered Employees shall be considered employees of both Sequoia and Client and upon the termination of the Agreement, the Covered Employees shall be considered employees of Client.

c. Client shall continue to honor and abide by the terms of any applicable collective bargaining agreements, and upon expiration thereof, any obligations of Client to bargain in good faith in connection with such collective bargaining agreements shall not be affected in any manner by the Agreement.

d. Client shall be solely responsible for the quality, adequacy or safety of the goods or services produced or sold by Client, for directing, supervising, training and controlling the work of the Covered Employees with respect to the business activities of Client, for the acts, errors or omissions of Covered Employees with regard to those activities, and for accurately reporting wages to Sequoia.

e. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

f. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia.

g. In compliance with NJ St. section 34:8-68(2)(a)(8), if Client and Sequoia have agreed in writing that Client will assume responsibility for providing workers’ compensation insurance for Covered Employees, Client will cooperate with Sequoia in providing documents and information needed for Sequoia to provide the required notice of such election and proof of coverage to the New Jersey Department of Labor and Workforce Development. Additionally, Client shall provide a copy of the written agreement to the carrier that issued the policy.

h. Pursuant to NJS § 34:8-74, with respect to Covered Employees employed in the State of New Jersey, Sequoia shall calculate the unemployment benefit experience contribution rates and temporary disability contribution rates with respect to such Covered Employees upon the inception and termination of this Agreement in accordance with the following method:

1) Calculation of Unemployment Benefit Experience. Upon the effective date of this Agreement, Sequoia shall report wages and pay contributions for Covered Employees who work in the State of New Jersey (“PEO NJ Covered Employees”) pursuant to the “Unemployment Compensation Law,” N.J.S.A.43:21-1 et seq., based on the benefit experience assigned to Sequoia under N.J.S.A.43:21-7. With respect to any employee of Client working in the State of New Jersey who is not co-employed by Sequoia (“Client NJ Employee”), Client shall continue to report wages and pay contributions for the Client NJ Employees using Client’s contribution rate based on the benefit experience assigned to Client under N.J.S.A.43:21-7.

2) Pursuant to N.J.S.A. 34:8-73, upon a termination of this Agreement by Client or Sequoia (“Termination”), if the PEO NJ Covered Employees have been co-employed for less than two full calendar years, Sequoia shall provide to the New Jersey Department of Labor (“NJDOL”) the data required by the NJDOL to calculate the benefit experience associated with the PEO NJ Covered Employees to the extent required by applicable law. The NJDOL shall combine that benefit experience with Client’s existing benefit experience to determine Client’s new rate as of the following July 1st. Client shall continue to use Sequoia’s contribution rate for the period beginning on the date of the termination of this Agreement and ending the following July 1st; provided, however, that if Sequoia did not co-employ all employees of Client, Client must use its own contribution rate for the period beginning on the date of the termination of this Agreement and ending the following July 1st.

3) Pursuant to N.J.S.A. 34:8-73, upon a Termination which occurs after the PEO NJ Covered Employees have been co-employed for at least two full calendar years, Client shall be assigned the rate of a new employer under N.J.S.A.43:27-7 until Client is eligible for a rate based on benefit experience pursuant to that section of the “Unemployment Compensation Law” or enters into another professional employer organization agreement; provided, however, that if Sequoia did not co-employ all employees of Client, the benefit experience associated with that portion of the Client’s employees that were co-employed by Sequoia shall not be transferred to Client and shall not be used in the calculation of Client’s future contribution rates.

4) Pursuant to N.J.S.A. 34:8-73, if Client enters into a subsequent professional employer organization agreement with another professional employer organization with respect to the PEO NJ Covered Employees immediately after a Termination, the payroll relative to Client shall be reported and paid at the rate assigned the second professional employer organization.

5) Calculation of Temporary Disability Contribution Rates. For as long as Sequoia maintains an approved private plan of disability benefits under the “Temporary Disability Benefits Law,” Client and Sequoia are exempt from the requirement to contribute to the New Jersey State Disability Benefits Fund pursuant to N.J.S.A. 43:21-7 with respect to wages paid to the PEO NJ Covered Employees. Client shall instead be required to pay the premium amount established by Sequoia and its insurance carrier. Upon a Termination, Sequoia shall provide to the NJDOL the data required thereby to calculate the temporary disability rates of the PEO NJ Covered Employees to the extent required by applicable law. Client remains obligated to contribute to the New Jersey State Disability Fund pursuant to N.J.S.A. 43:21-7 with respect to wages paid to any Client NJ Employees unless Client is subject to an exemption in accordance with applicable law.

i. Client hereby acknowledges receipt of the information set forth above as required by N.J.S.A. 34:8-74.

25. New York

a. Sequoia reserves a right of direction and control over Covered Employees. Client maintains such direction and control over the Covered Employees as is necessary to conduct the Client’s business and without which the Client would be unable to conduct its business, discharge any fiduciary responsibility which it may have, or comply with any applicable licensure, regulatory, or statutory requirement of the Client.

b. Sequoia assumes responsibility for the withholding and remittance of payroll-related taxes and employee benefits for Covered Employees and for which Sequoia has contractually assumed responsibility from its own accounts, during the term of the Agreement.

c. Sequoia retains authority to hire, terminate and discipline the Covered Employees, to the extent necessary to fulfill Sequoia’s obligations under State law.

d. Section 2.c. of Exhibit “B,” Terms and Conditions, is revised to read as follows: “Payroll Administration. Sequoia will process payroll payments in accordance with applicable law, conditioned upon Client timely and accurately supplying all data and funds necessary for Sequoia to perform its payroll processing services.”

e. Client is solely responsible for compliance with the requirements of Section 195.1 of the New York State Labor Laws, and Client shall ensure that all Covered Employees provide written acknowledgement of receipt of the Notice and Acknowledgement of Pay Rate and Payday Under Section 195.1 of the New York State Labor Laws, as required by applicable law, including utilizing a template prepared by the Commissioner of the New York State Department of Labor, and shall maintain records of such acknowledgements.

f. Client shall notify all Covered Employees, in writing, of any change(s) to the wage payment information provided in the Notice and Acknowledgement of Pay Rate and Payday Under Section 195.1 at least seven (7) calendar days prior to the time of such change(s). Additionally, notification of such change(s) shall be supplied by Client, in writing, to Sequoia at least twenty-one (21) calendar days prior to the implementation of such change(s).

g. Client shall notify Covered Employees in writing or by publicly posting Client’s policies regarding sick leave, vacation leave, personal leave, holidays, and hours.

h. Client represents and warrants that all or a majority of Client’s employees who provide services for Client are covered by the Agreement. Client shall notify Sequoia within ten (10) days of any changes that result in a failure to meet this requirement. Sequoia agrees to co-employ all or a majority of the employees providing services for Client.

26. North Carolina

a. Sequoia (i) reserves a right of direction and control over the Covered Employees; (ii) assumes responsibility for the payment of wages to the Covered Employees and for the collection and remittance of payroll taxes of the Covered Employees; (iii) retains authority to hire, terminate, and discipline the Covered Employees; and (iv) retains a right of direction or control over the adoption of employment policies and the management of workers’ compensation claims, claim filings, and related procedures in accordance with applicable federal and State laws.

b. Client retains sufficient direction or control over Covered Employees as necessary to conduct its business and without which Client would be unable to conduct its business, discharge its fiduciary responsibilities, or comply with any applicable licensure, regulatory, or statutory requirement it may have.

c. Any employment responsibilities not specifically allocated to Sequoia under State law or under the Agreement shall remain with Client.

d. Client represents and warrants that it does not owe its current or prior workers’ compensation carrier any premium for workers’ compensation insurance, nor does Client owe its current or PEO any amounts due under any PEO agreement, except for premiums or amounts due that are subject to dispute. Client further certifies that Client has met any and all prior premium or fee obligations.

e. Upon termination of the Agreement, Sequoia shall provide to Client, if requested, records regarding the loss experience related to workers’ compensation insurance provided to Covered Employees.

27. North Dakota

a. Sequoia (i) retains a right to hire, discipline, and terminate Covered Employees; (ii) shall pay wages to any Covered Employee and shall withhold, collect, report, and remit payroll-related and unemployment taxes on such wages; and (iii) shall make payments for employee benefits for Covered Employees (if any).

b. Nothing in the Agreement shall (i) diminish, abolish, or remove any right of a Covered Employee to Client or obligation of Client to a Covered Employee existing before the effective date of the Agreement; or (ii) affect, modify, or amend any contractual relationship or restrictive covenant between a Covered Employee and Client in effect at the time the Agreement becomes effective or prohibit or amend a contractual relationship or restrictive covenant that is entered subsequently between Client and a Covered Employee.

c. Client retains the exclusive right to direct and control any Covered Employee as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.

d. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Sequoia as coemployer with respect to any Covered Employee are limited to those arising under the Agreement and State law during the term of coemployment by Sequoia of the Covered Employee.

e. Client shall accurately report all wages of a Covered Employee to Sequoia.

f. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

g. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

h. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

i. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

28. Ohio

a. Client shall establish and maintain a separate active workers’ compensation account with the Ohio Bureau of Workers’ Compensation, as required by State law.

b. Client shall cooperate with Sequoia with respect to Sequoia’s duty under State law to (i) maintain a record of workers’ compensation claims for Client; and (ii) maintain records separately listing the manual classifications of Client and the payroll reported to each manual classification for each payroll reporting period while the Agreement remains in effect.

29. Oklahoma

a. Sequoia (i) reserves a right of direction and control over the Covered Employees; (ii) retains a right to hire, discipline, and terminate a Covered Employee; (iii) shall pay wages to any Covered Employee and shall withhold, collect, report, and remit payroll-related and unemployment taxes on such wages; and (iv) shall make payments for employee benefits for Covered Employees (if any).

b. Client retains sufficient direction or control as necessary to conduct its business and without which Client would be unable to conduct its business, discharge fiduciary responsibilities, or comply with any applicable licensure requirements it may have.

c. Upon termination of the Agreement, Sequoia shall provide to Client, if requested, records regarding the premiums and loss experience related to workers’ compensation insurance provided to Covered Employees.

30. Oregon

a. Only to the extent required by State law in order to provide the services contemplated by the Agreement, and for no other purpose express or implied, Sequoia reserves a right to ensure that Client provides adequate training, supervision, and instruction to Covered Employees to meet State law requirements. Client likewise agrees to provide adequate training, supervision, and instruction to Covered Employees to meet State law requirements.

b. Client will cooperate fully with Sequoia in completing and filing a Worker’s and Employer’s Report of Occupational Injury or Disease (DCBS Form 801) in connection with any injuries to Covered Employees, as required under state law.

31. Pennsylvania

a. Sequoia (i) shall have responsibility to pay wages to Covered Employees; (ii) shall have responsibility to withhold, collect, report and remit payroll-related taxes and may remit unemployment taxes in accordance with State law; and (iii) shall have responsibility to make payments for employee benefits for Covered Employees under the Agreement (if any). As used in this subsection, the term “wages” does not include any obligation between Client and a Covered Employee for payments beyond or in addition to the Covered Employee’s salary, draw or regular rate of pay, such as bonuses, commissions, severance pay, deferred compensation, profit sharing or vacation, sick or other paid time off pay. However, nothing in the Agreement or applicable State law shall relieve Client from compliance with the State’s wage and labor laws.

b. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.

c. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by state law or set forth in the Agreement. The rights, duties, and obligations of Sequoia as coemployer with respect to any Covered Employee are limited to those arising under the Agreement and State law during the term of coemployment by Sequoia of the Covered Employee.

d. Client retains the exclusive right to direct and control any Covered Employee as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee.

e. Sequoia has the right to hire, discipline, and terminate a Covered Employee as may be necessary to fulfill Sequoia’s responsibilities under State law and the Agreement.

e. Client shall cooperate with Sequoia to give written notice of the general nature of the relationship between the Sequoia and Client to each Covered Employee.

f. Nothing in the Agreement, including these State and Territory Specific Provisions shall relieve Client from compliance with Pennsylvania’s wage and labor laws, including the act of May 13, 1915 (P.L.286, No.177), known as the Child Labor Law, the act of August 15, 1961 (P.L.987, No.442), known as the Pennsylvania Prevailing Wage Act, the act of July 14, 1961 (P.L.637, No.329), known as the Wage Payment and Collection Law, and the act of January 17, 1968 (P.L.11, No.5), known as The Minimum Wage Act of 1968. If Client is a health care facility as defined in section 2 of the act of October 9, 2008 (P.L.1376, No.102), known as the Prohibition of Excessive Overtime in Health Care Act, Client shall comply with that act.

32. Rhode Island

a. Sequoia (i) reserves a right of direction and control over the Covered Employees; (ii) retains a right to hire, discipline, and terminate the Covered Employees as may be necessary to fulfill the Sequoia’s responsibilities under State law and the Agreement; (iii) shall have the responsibility to pay wages to the Covered Employees and shall withhold, collect, report, and remit payroll-related and unemployment taxes on such wages; and (iv) shall make payments for employee benefits for Covered Employees (if any).

b. Client retains sufficient direction and control as necessary to conduct its business and without which Client would be unable to conduct its business, discharge fiduciary responsibilities, or comply with any applicable licensure requirements it may have.

c. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship.

d. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by State law or set forth in the Agreement. The rights, duties, and obligations of Sequoia as coemployer with respect to any Covered Employee are limited to those arising under the Agreement and State law during the term of coemployment by Sequoia of the Covered Employee.

e. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

f. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

g. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

h. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

i. Client shall cooperate with Sequoia to give written notice of the general nature of the relationship between the Sequoia and Client to each Covered Employee.

33. South Carolina

a. Sequoia (i) reserves a right of direction and control over the Covered Employees; (ii) retains a right to hire, discipline, terminate, and reassign the Covered Employees as may be necessary to fulfill the Sequoia’s responsibilities under State law and the Agreement; (iii) shall have the responsibility to pay wages to the Covered Employees and shall collect and pay payroll taxes on such wages, regardless of payments by the Client to Sequoia; and (iv) retains a right of direction or control over the adoption of employment policies and the management of workers’ compensation claims, claim filings, and related procedures on joint agreement by Client and Sequoia in accordance with applicable federal and State laws.

b. Sequoia and Client agree that (i) notice to or acknowledgment of the occurrence of an injury on the party of Client is notice to or knowledge on the part of Sequoia and its workers’ compensation insurer; (ii) for the purposes of State law, the jurisdiction of Client is the jurisdiction of Sequoia and its workers’ compensation insurer; (iii) Sequoia and its workers’ compensation insurer are bound by and subject to the awards, judgments, or decrees rendered against them under State law; and (iv) insolvency, bankruptcy, or discharge in bankruptcy of Sequoia or Client does not relieve Sequoia, Client, their respective workers’ compensation insurers from payment of compensation for disability or death sustained by a Covered Employee during the life of a workers’ compensation insurance policy under the Agreement.

c. Client shall secure and maintain workers’ compensation insurance for any of its employees that are not Covered Employees under the Agreement.

d. Client shall comply with the coemployee notice posting requirements under State law.

e. Client acknowledges that it is in a co-employment relationship with a PEO licensed and regulated by the South Carolina Department of Consumer Affairs and any questions or complaints regarding Sequoia should be directed to the South Carolina Department of Consumer Affairs, PO Box 5757, Columbia, SC 29250, www.consumer.sc.gov, (803) 734-4200.

34. South Dakota

a. Sequoia assumes the responsibility (i) for the payment of wages, salaries, payroll taxes, payroll deductions, workers’ compensation costs, insurance premiums, welfare benefits, and retirement benefits (if any); and (ii) for preparing and filing necessary tax returns and other documents as required by State or federal law.

b. Client was the employer of the Covered Employees prior to the effective date of the Agreement.

c. Client retains primary control over the hiring, firing, wages rates, salary increases, training, and directing the day-to-day activities of the Covered Employees.

d. If a Covered Employee leaves the employment of Client, the co-employment relationship with Sequoia shall also be immediately terminated. If the contractual relationship between PEO and Client is terminated, then the Covered Employee’s co-employment relationship with PEO is also terminated.

e. Sequoia does not manage or direct the operation of Client’s business.

f. At all times, the Agreement and these State and Territory Specific Provisions shall cover at least seventy-five percent (75%) of the Client’s full-time or full-time equivalent employees domiciled in South Dakota. If at any time the percentage drops below seventy-five percent (75%) Client shall inform Sequoia immediately.

35. Tennessee

a. Sequoia (i) reserves a right of direction and control over the Covered Employees; (ii) retains a right to hire, discipline, and terminate the Covered Employees as may be necessary to fulfill Sequoia’s responsibilities under State law and the Agreement; (iii) assumes responsibility to pay wages to the Covered Employees, to collect and pay payroll taxes on such wages, and to pay for employee benefits under the Agreement (if any), regardless of payments by the Client to Sequoia; and (iv) retains a right of direction or control over the adoption of employment policies and the management of workers’ compensation claims, claim filings, and related procedures on joint agreement by Client and Sequoia in accordance with applicable federal and State laws.

b. Client retains sufficient direction and control over the Covered Employees as is necessary to conduct Client ‘s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, and terminate a Covered Employee.

c. Sequoia is entitled to exercise only those rights and obligated to perform only those duties and responsibilities specifically required by State law or set forth in the Agreement. The rights, duties, and obligations of Sequoia as coemployer with respect to any Covered Employee are limited to those arising under the Agreement and State law during the term of coemployment by Sequoia of the Covered Employee.

d. Client shall be solely responsible for the quality, adequacy, and safety of the goods or services produced or sold in Client’s business.

e. Client shall be solely responsible for directing, supervising, training, and controlling the work of the Covered Employees with respect to the business activities of Client and shall be solely responsible for the acts, errors, or omissions of the Covered Employees with regard to those activities.

f. Sequoia shall not be liable for the acts, errors, or omissions of Client or of any Covered Employee when the Covered Employee is acting under the express direction and control of Client.

g. A Covered Employee shall not be considered, solely as the result of being a Covered Employee, an employee of Sequoia for purposes of general liability insurance, fidelity bonds, surety bonds, employer’s liability which is not covered by workers’ compensation, or other liability insurance carried by Sequoia unless the Covered Employees are included by specific, express reference herein or in an applicable employment agreement, insurance contract or bond.

36. Texas

a. Sequoia (1) shares with Client the right of direction and control over Covered Employees; (2) assumes responsibility for the payment of wages to the Covered Employees without regard to payments by Client to Sequoia; (3) assumes responsibility for the payment of payroll taxes and collection of taxes from payroll on Covered Employees; (4) shares, with Client the right to hire, fire, discipline, and reassign Covered Employees; and (5) shares with Client the right of direction and control over the adoption of employment and safety policies and the management of workers’ compensation claims, claim filings, and related procedures.

b. Client retains responsibility for: (1) the direction and control of Covered Employees as necessary to conduct Client’s business, discharge any applicable fiduciary duty, or comply with any licensure, regulatory, or statutory requirement; (2) goods and services produced by Client; and (3) the acts, errors, and omissions of Covered Employees committed within the scope of Client’s business.

c. Client is solely obligated to pay any wages for which: (1) obligation to pay is created by an agreement, contract, plan, or policy between Client and the Covered Employee; and (2) Sequoia has not contracted to pay.

d. Any unresolved complaints concerning Sequoia or questions concerning the regulation of PEOs may be addressed to the Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, Texas 78711, Telephone: (512) 463-6599.

e. If Client has been in business one year or more (or less than one year due to a change in legal entity, merger, or corporate reorganization), Client warrants and represents that all of the following are true: (a) at least 75% of the persons who will become Covered Employees were previously employees of Client (or in a shared employment relationship with Client and a licensed professional employer organization) for a period of at least three months immediately prior to the commencement of the Agreement; (b) none of the persons who will become Covered Employees were direct employees of Sequoia or were or are employees of a company that provides taxable services to Client; and (c) upon the Effective Date of the Agreement, a shared employment relationship will exist between Client and Sequoia as to the Covered Employees.

f. If Client has been in business less than one year, Client warrants and represents that all of the following are true: (a) none of the persons who will become Covered Employees were direct employees of Sequoia or were or are employees of a company that provides taxable services to Client; and (b) upon the Effective Date of the Agreement, a shared employment relationship will exist between Client and Sequoia as to the Covered Employees.

g. Sequoia represents that: (i) none of the Covered Employees were previously employees of Sequoia, except for a possible shared employment relationship with a different client of Sequoia; and (ii) upon the Effective Date of the Agreement, a shared employment relationship will exist between Client and Sequoia as to the Covered Employees.

h. Client and Sequoia each certify that the Agreement and these State and Territory Specific Provisions meet the requirements and conditions set forth in Title 34, Texas Administrative Code, Part 1, Chapter 3, Subchapter O, Rule §3.364 and that both Sequoia and Client will retain a copy of this certification in their respective files.

i. Client shall cooperate with Sequoia to give written notice of the general nature of the relationship between the Sequoia and Client to each Covered Employee.

37. Utah

a. Sequoia assumes responsibility for (1) the payment of wages to Covered Employees; (2) for the withholding, remittance, and reporting of payroll-related taxes (including unemployment insurance contributions) for, and on behalf of, Covered Employees; and (3) make appropriate payments for the provision of Employee Benefits to Covered Employees (if applicable).

b. Sequoia retains a right to hire, discipline, or terminate a Covered Employee to the extent necessary to fulfill Sequoia’s obligations under the Agreement and State law.

c. Sequoia will secure workers’ compensation insurance coverage for the Covered Employees in a manner consistent with Utah Code § 31A-40-209.

d. Client shall cooperate with Sequoia to give written notice of the general nature of the relationship between the Sequoia and Client to each Covered Employee.

38. Vermont

a. Sequoia and Client acknowledge joint and several liability for protections required by or damages due under State laws designated to protect the health, safety, or welfare of the Covered Employees.

39. Virginia

a. In the event that Sequoia elects to terminate the Agreement, Client shall cooperate with Sequoia in providing written notification of such intent to terminate to each Covered Employee, as required by State law.

b. Client will cooperate with Sequoia to give written notice to each Covered Employee of the general nature of the relationship between Sequoia, Client, and Covered Employees, including information concerning filing for workers’ compensation and unemployment benefits.

c. Client retains responsibility to comply with the insuring requirement of § 65.2-801 of the Code of Virginia with respect to any of Client’s workers who are not Covered Employees.

40. Washington

a. Client shall register and/or maintain its registration with the Washington Employment Security Department and obtain and/or maintain an employment security account number, in accordance with State law.

b. Client shall cooperate with Sequoia to complete and submit a Power of Attorney for Unemployment Insurance, in accordance with State law.

41. West Virginia

a. Sequoia (i) assumes responsibility for the payment of wages to Covered Employees; (ii) assumes responsibility for the withholding, collection, remittance, and reporting of payroll-related taxes (including unemployment insurance contributions) for, and on behalf of, Covered Employees; and (iii) assumes responsibility for making appropriate payments for the provision of employee benefits to Covered Employees (if any).

b. Client retains the exclusive right to hire, discipline, and terminate Covered Employees.

c. Unless the Parties agree in writing that Client shall provide and maintain workers’ compensation insurance coverage for Covered Employees, Sequoia shall provide and maintain workers’ compensation coverage for Covered Employees. Regardless which Party provides and maintains workers’ compensation insurance coverage for Covered Employees, such coverage shall be from a carrier authorized to do business in West Virginia.

42. Wisconsin

a. Sequoia (i) retains a right to hire, terminate, reassign, and set the rate of pay of a Covered Employee; (ii) assumes responsibility for the payment of wages to Covered Employees from its own accounts; (iii) reserves a right of direction and control over the Covered Employees; (iv) assumes responsibility for the withholding, remittance, and reporting of payroll-related taxes (including unemployment insurance contributions) for, and on behalf of, Covered Employees; and (v) assumes responsibility for making appropriate payments for the provision of employee benefits to Covered Employees (if any).

b. Client retains sufficient direction and control over the Covered Employees as is necessary to conduct Client’s business, to discharge any of Client’s fiduciary responsibilities, or to comply with any licensure requirements applicable to Client or to a Covered Employee.

c. Client is entitled to exercise all rights and is obligated to perform all duties and responsibilities otherwise applicable to an employer in an employment relationship, including the right to hire, discipline, set the rate of pay, and terminate a Covered Employee.

43. Wyoming

a. Client shares joint and several liability for any Covered Employees’ unemployment taxes left unpaid by Sequoia or unemployment contribution reports for Covered Employees Sequoia failed to submit (if any).

b. Sequoia reserves a right of direction and control over Covered Employees, including: (i) assigning Covered Employees to perform services for Client; (ii) setting the rate of pay of Covered Employees; (iii) assuming responsibility for the payment of wages to Covered Employees; (iv) retaining authority to assign or refuse to assign a Covered Employee to other clients of Sequoia if Covered Employee is unacceptable to Client; (v) determining assignments of Covered Employees even though Covered Employees may retain the right to refuse specific assignments; and (vi) negotiating with Client on matters of time, place, type of work, working conditions, quality and price of service.

c. Client shall cooperate with Sequoia to give written notice of the general nature of the relationship between the Sequoia and Client to each Covered Employee.

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Sequoia One clients are covered by a free financial assurance program from Employer Services Assurance Corporation (ESAC). Our accreditation with ESAC demonstrates our commitment to protecting our clients and promoting a high level of integrity and responsibility within the PEO industry.

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Sequoia Benefits and Insurance Services, LLC and Sequoia One PEO, LLC are separate and distinct businesses. All licensed insurance services are provided exclusively by Sequoia Benefits and Insurance Services, LLC (California Insurance License No. 0D69255). All PEO services are provided exclusively by Sequoia One PEO, LLC. All registered investment advisor services are provided exclusively by Global Retirement Partners.