3.8 At the Board ’ s request, Seabreeze will work with an accountant selected by the Board to prepare for execution and filing of all forms, reports and returns required by law, including but not limited to those needed in connection with: state unemployment insurance; state franchise tax; state and federal income tax; workers ’ compensation insurance; state disability benefits; social security, and the like. 3.9 At the Board ’ s request, Seabreeze will work with the Association ’ s legal counsel on such matters as may arise from time to time. Seabreeze ’ s hourly fee for this assistance is set forth in the attached Exhibit ‘ A. ’ 3.10 Any minutes Seabreeze prepares will be on behalf of the Secretary of the Association, and subject to final approval by the Board. The Board is responsible for the accuracy of the minutes. Preparation of meeting minutes for 12 regularly scheduled board meetings and one Annual Meeting/Election per year are included in the base management fee. Additional meetings will be charged per Exhibit A.
3.11 Despite anything to the contrary in this document, the parties understand the Association retains primary and ultimate responsibility for enforcement of the governing documents.
3.12 The Board will designate one board member to act as a liaison with Seabreeze, independent of regular scheduled board meetings.
3.13 Should Association determine it wants its own employees, Association agrees it will be responsible for all liability and expenses related to such employment, including, but not limited to: pay, benefits, payroll taxes, unemployment or workers ’ compensation insurance, and the like. If requested, Seabreeze will provide payroll processing services for Association employees, at a predetermined rate per employee, per pay period. At Association ’ s request, Seabreeze will assist Association in obtaining workers ’ compensation insurance, employee manuals, benefits determinations, retirement plans, set-up of required federal and state accounts, etc., at a pre- determined cost.
4. COMPANY TRADE SECRETS
4.1 Association will have access to and be dealing with trade secrets or confidential information belonging to Seabreeze, such as: client lists; management processes and documentation relating to Seabreeze ’ s client Associations; and programs, software, procedures and techniques relating to data processing and financial reporting. Association agrees to hold any trade secrets or proprietary or confidential information it learns during the course of this Agreement in the strictest confidence. Association understands disclosure of such information could harm Seabreeze competitively.
4.2 All confidential or proprietary materials Seabreeze prepares and uses in performance of its duties under this Agreement remains Seabreeze ’ s exclusive property.
4.3 Association agrees to not use any Seabreeze confidential or proprietary information commercially for its benefit or the benefit of anyone else. Association will limit its use of such proprietary or confidential information on an “ as-needed ” basis to persons within Association ’ s immediate organization.
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