MANAGED SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is made by and between Interactive Health LLC, (d/b/a ACA TRACK) with offices located at 995 N. Pontiac Trail (P.O. Box 1285), Walled Lake, MI 48390, a n d B l u e C h i p Ta l e n t w i t h o f f i c e s l o c a t e d a t 4 3 2 5 2 Wo o d w a r d Av e . , S u i t e 2 4 0 , B l o o m f i e l d H i l l s , M I 4 8 3 0 2 (“Client”).

The Client wishes to enter into a managed services relationship with ACA TRACK with the terms and conditions set forth in this Agreement, and ACA TRACK is willing to accept such a relationship.

In consideration of and in reliance upon the previous paragraph and the terms and conditions contained in this Agreement, the Client and ACA TRACK agree as follows:

1. Engagement

The Client engages ACA TRACK as a Healthcare Reform compliance managed services vendor as stated in this Agreement and ACA TRACK accepts this engagement. During the time that ACA TRACK is performing services for the Client under this Agreement, and for all purposes outlined in this document, ACA TRACK’s status will be that of an independent contractor of the Client.

2. Term and Termination

The Effective Date of this Agreement is November 1, 2016. The term of ACA TRACK’s engagement under this Agreement (the “Consulting Period”) will begin as of the Effective Date and will remain in effect for three (3) years from the Effective Date. The Services Period will be automatically extended for an additional year on each anniversary of the Effective Date. Either party may terminate this Agreement by giving the other party at least ninety (90) days written notice of its intent to terminate. In the event such termination is effective during the Services Period (including any renewed Services Period), Client shall be responsible to ACA TRACK for any services performed prior to the date of termination and any concierge data management fees remaining in the contract. ACA TRACK shall be responsible to Client to continue to provide services until the date of termination of this Agreement.

3. Services

ACA TRACK will provide Affordable Care Act (ACA) administration services to the Client and will provide support to its customers, employees, representatives, agents and contractors as to such matters as more fully described in Exhibit A attached to this Agreement and incorporated herein. ACA TRACK will perform other services as the Client and ACA TRACK mutually agree in writing. ACA TRACK SHALL ONLY GUARANTEE THE TIMELINESS OF ITS FILING SERVICE WITH THE IRS AS SET FORTH HEREIN IF INITIAL REQUISITE DATA FILE IS RECEIVED ON OR BEFORE NOVEMBER 10, 2015.

4. Obligations

(a) Subject Matter Expertise . ACA TRACK will provide baseline subject matter expertise, which will be applied to its technology. Employer-specific data management consulting, ACA consulting and IRS reporting, when needed, is a separate and distinct service which will be billed for separately.

(b) Passwords . Client may be given the opportunity to register on our secure, file transmission website. Accordingly, Client will receive login names and passwords for their specific use of ACA TRACK services. Client/Customer will use commercially reasonable efforts to keep login names and passwords confidential and will be responsible for all uses of password and account. Client/Customer is responsible for all activity occurring under Client/Customer's Authorized User accounts and shall abide by all applicable local, state, national and regulations in connection with Client/Customer's use of the ACA TRACK Services. Each party will treat the login names and passwords as confidential information under this Agreement. Each party will immediately notify the other party any unauthorized use of Client/Customer’s login names and passwords or any other known or suspected breach of security related to this Agreement.

5. Compensation

A concierge data management fee of $1,500.00 is required prior to the inception of any employer- specific work and shall be charged at each anniversary date.

IRS REPORTINGSubject to any changes as may be mutually agreed by the parties, ACA TRACK shall receive,

as compensation $1.00 per employee per month for its on-going 1094-C and 1095-C administration. PEPM rates for IRS reporting 1094-C and 1095-C shall be charged on each employee that receives a 1095-C form from the start of the reporting period. ACA TRACK charges $2.50 per form for printing and mailing of the 1095-C to each employee one time.

6. Performance and Scope

(a) Reliance . In the performance of its duties, ACA TRACK may rely upon, and will have no obligation to independently verify the accuracy, completeness, or authenticity of, any written instructions or information provided to ACA TRACK by the Client, its clients or their designated representatives and reasonably believed by ACA TRACK to be genuine and authorized by the Client. ACA TRACK will not determine eligibility of employees, tracking of hours, OR who is eligible to receive a 1095-C form. ACA TRACK will only complete 1094-C and 1095-C IRS reporting based on the data the employers provides ACA TRACK.

(b) No Practice of Law . ACA TRACK will not be obligated to perform, and the Client will not request performance of, any services which may constitute unauthorized practice of law. The Client will be solely responsible for obtaining any legal advice, review or opinion as may be necessary to ensure that its own conduct and operations, including the engagement of ACA TRACK under the scope and terms as provided herein, conform in all respects with applicable State and

Federal laws and regulations (including ERISA, the Internal Revenue Code, State and securities laws and implementing regulations) and, to the extent that the Client has foreign operations, any applicable foreign laws and regulations.

(c) Subcontractors . ACA TRACK may cause another person or entity, as a subcontractor of ACA TRACK, to provide some of the services required to be performed by ACA TRACK hereunder.

(d) Acknowledgements. In connection with ACA TRACK’s services under this Agreement, Client agrees that the compensation payable to ACA TRACK is solely for the services set forth under this Agreement, including Exhibit A. Any additional administrative, claims representative or other services (collectively, “Additional Services”) will be governed by the terms of a separate agreement covering the Additional Services.

7. Confidentiality

(a) Client Information . ACA TRACK recognizes that certain confidential information may be furnished by the Client to ACA TRACK in connection with its services pursuant to this Agreement (“Confidential Information”). ACA TRACK agrees that it will disclose Confidential Information only to those who, in ACA TRACK’s reasonable determination, have a need to know such information. Confidential Information will not include information that (i) is in the possession of ACA TRACK prior to its receipt of such information from the Client, (ii) is or becomes publicly available other than as a result of a breach of this Agreement by ACA TRACK, or (iii) is or can be independently acquired or developed by ACA TRACK without violating any of its obligations under this Agreement. However, disclosure by ACA TRACK of any Confidential Information pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, judicial or administrative agency or by a legislative body or committee will not constitute a violation of this Agreement.

(b) HIPAA Privacy . If applicable, ACA TRACK and the Client will each comply with any prohibitions, restrictions, limitations, conditions, or other requirements to the extent they apply to them directly or indirectly pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulation concerning privacy of individually identifiable health information as set forth in 45 CFR Parts 160-164, as amended from time to time. Where required, the Client, as a representative of the health plans and ACA TRACK will enter into a separate Business Associate Agreement.

8. Intellectual Property Ownership

ACA TRACK alone shall own all right, title and interest, including all related intellectual property rights, in and to, the ACA TRACK Services and related documentation and derivative works. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the ACA TRACK services shall also be owned by ACA TRACK. ACA TRACK reserves any and all rights not expressly granted in this Agreement.

9. Indemnification Rights and Limitation of Liability

(a) Indemnification. Each party (“Indemnifying Party”) will promptly defend, indemnify and hold the other party (Client and its clients “Indemnified Party”) harmless from and against any and all claims, suits, actions, liabilities, losses, expenses or damages which the Indemnified Party may incur as a result of any violation by the Indemnifying Party of any law, or any loss or expense to the Indemnified Party caused by the misrepresentation, negligent act or omission, or any breach of any of the Indemnifying Party’s obligations under this Agreement.

(b) Limitation of Liability . Notwithstanding any other term or provision of this Agreement, each party shall only be liable for actual damages incurred by the Client, and shall not be liable for any indirect, consequential or punitive damages. This provision applies to the fullest extent permitted by applicable law.

10. Warranty & Disclaimer

(a) Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

(b) ACA TRACK represents and warrants that (a) the ACA TRACK Services, related documentation and/or derivative works will be performed in a professional and workmanlike manner and by qualified personnel (b) the ACA TRACK Services, related documentation and/or derivative works do not include malicious or hidden mechanisms or code for the purpose of damaging or corrupting Client/Customer’s software, hardware, networks and systems (c) and the ACA TRACK Services, related documentation and/or derivative works does not infringe on any third party intellectual rights. ACA TRACK will indemnify and hold harmless Client/Customer from and in relation to any and all liability, loss, costs, damages or expense, including reasonable attorney’s, solicitor’s or legal fees and costs, resulting from or arising out of any third party claim alleging that the ACA TRACK Services, related documentation and/or derivative works thereof breach or allegedly breach of intellectual property rights of any third party.

(c) THE ACA TRACK SERVICES AND ALL CONTENT IS PROVIDED TO CLIENT/CUSTOMER STRICTLY ON AN "AS IS" BASIS BASED ON DATA PROVIDED BY CLIENT. ACA TRACK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE QUALITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE DATA PROVIDED BY CLIENT. ACA TRACK WILL NOT DETERMINE ELIGIBILITY, FULL TIME STATUS OR WHO RECEIVES A 1095-C FORM. ACA TRACK WILL RELY SOLELY ON EMPLOYER TO DETERMINE ELIGIBILITY AND WHICH EMPLOYEES RECEIVE THE IRS 1095-C.

11. Internet Delays and Force Majeure

(a) ACA TRACK’s servers may be subject to limitations, delays and other problems inherent in the use of the Internet. ACA TRACK is not responsible for any delays, delivery failures, or other damage resulting from such Internet problems.

(b) Neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of electronic or other communications

facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or causes beyond the reasonable control of that party.

12. Notices

Any notices, requests and other communications pursuant to this Agreement will be in writing and will be deemed to have been duly given, if delivered in person or by courier or sent by express, registered or certified mail, postage prepaid, addressed as follows:

If to Blue Chip Talent ATTN: Lisa Cona Blue Chip Talent43252 Woodward Ave., Suite 240Bloomfield Hills, MI 48302

If to ACA TRACK: ATTN: Todd CovertACA TRACK995 N. Pontiac Trail

Walled Lake, MI 48390

Either party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed.

13. Assignment

ACA TRACK has the right to fully assign this contract at is discretion. ACA TRACK further warrants that it has the full right and authority to transfer said contract. In the event of an assignment, ACA TRACK will use its best efforts to ensure the assigned party has the knowledge, skills, and tools to meet the obligations set forth in this contract. Assignee shall be entitled to all monies remaining to be paid under the contract, which rights are also assigned hereunder.

14. Miscellaneous

(a) Severability . The various provisions and sub provisions of this Agreement are severable and if any provision or sub provision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability will not affect the validity or enforceability of the remaining provisions or sub provisions or parts thereof in this Agreement.

(b) Entire Agreement; Amendment . This Agreement, including all exhibits hereto, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, between the parties regarding the subject matter hereof. This Agreement may be modified or amended only by a written instrument executed by both parties.

(c) Governing Law; Rule of Construction . This Agreement will be construed, interpreted and enforced in accordance with the laws of the State of Michigan without giving effect to the choice of law principles thereof or any canon, custom or rule of law requiring construction against the drafter.

(d) Successors . This Agreement shall be binding upon and shall inure to the benefit of all assigns, transferees and successors in the interest of the parties hereto.

(e) Counterparts . This Agreement may be executed by the parties in several counterparts, each of which shall be deemed to be an original copy.

(f) Survival of Provisions . Sections 2, 5, 7, 8, 9, 13 and 14 will survive thetermination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be duly executed on the date first written above.

Blue Chip Talent

By:

Name: Lisa Cona

Title: Director of Human Resources

ACA TRACK

By:

Name: Todd Covert

Title:Executive Vice-President

EXHIBIT ASCOPE OF MANAGED SERVICES

Subject to any changes and additions as may be mutually agreed by the parties in writing, availability and delivery of data from the client, insurance carrier, and other third party vendors, ACA TRACK will provide the following services:

ACA TRACK Services: Completed 1094-C e-filing form and submission to the US Treasury via AIR system. Completed 1095-C for each eligible employee which includes all series code calculations for line 14 & 16. Printing and mailing of the 1095-C to each form recipient. Call center to for employee questions, re-prints and enrollment verification.

Concierge Data Management & Implementation

ACA TRACK will format all employer data files ACA TRACK will provide a detailed gap analysis of the missing data required for IRS

reporting.

ACA TRACK will monitor and manage the monthly upload of the required data and

document variances in the month over month data.