Partner Participation Agreement

This Partner Participation Agreement (this “Agreement”) is made as of the date of countersignature (the “Effective Date”) between Autumndrift LLC, a Michigan limited liability company doing business as Boost Benefits, with an address of 125 E 3rd Street, Suite 100, Rochester, Michigan 48307 (“Autumndrift”), and the applicant identified in the application below, a business entity or individual as identified in that application (“Partner”). EHP Inc., a Delaware corporation (“EHP”), markets a preventative care management and wellness benefit program sometimes described as a FICA reduction program (the “Program”). Autumndrift is a party to a Partner Agreement with EHP dated June 2, 2026 (the “EHP Agreement”), which permits Autumndrift to refer employers to EHP and to recruit downline partners. Partner wishes to refer employers to EHP for compensation. For good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows.

1. Appointment

Autumndrift appoints Partner a non-exclusive downline partner to refer employers to EHP for the Program, and shall use commercially reasonable efforts to obtain EHP’s acceptance of Partner’s enrollment. This Agreement takes effect only if EHP accepts Partner as a downline partner and Partner executes EHP’s standard partner agreement directly with EHP (the “Partner-EHP Agreement”). If both conditions are not satisfied within sixty (60) days, either Party may terminate on written notice without further obligation. EHP, and not Autumndrift, owns, prices, and administers the Program, and Autumndrift has no authority to modify it or to bind EHP. Partner is an independent contractor, bears its own personnel and expenses, and shall not contract with clients or accept client funds on account of the Program.

2. Compensation

Partner is entitled to $__________ per active employee per month (“PEPM”) for each employee of a Referred Employer enrolled in the Program, for so long as that employee remains enrolled in the Program and employed by that employer. “Referred Employer” means an employer that Partner first introduces to EHP and that EHP credits to Partner.

3. EHP Pays; Autumndrift Does Not Guarantee

PEPM compensation is payable by EHP directly to Partner, and Partner shall look solely to EHP for payment. Payment is expressly conditioned on EHP first receiving the corresponding program funds from the Referred Employer. The Parties intend that EHP’s actual receipt of those funds is a condition precedent to the accrual of any right to payment, and is not merely a provision fixing the time of payment. Partner assumes the credit risk of nonpayment by any Referred Employer and of nonpayment by EHP. Autumndrift guarantees nothing as to the amount, timing, or continuation of any payment, and has no liability for EHP’s failure to pay, delay, offset, reduction, or discontinuation. If Autumndrift actually receives funds that EHP identifies as attributable to employees of Partner’s Referred Employers, Autumndrift shall remit them to Partner, net of amounts Partner then owes Autumndrift, within ten (10) business days; that obligation is the entire monetary obligation of Autumndrift under this Agreement. Compensation is subject to EHP’s enrollment corrections, reversals, and chargebacks, which Partner bears. If EHP reduces the rate payable with respect to Autumndrift’s downline, Autumndrift may reduce Partner’s rate proportionately on thirty (30) days written notice, applied prospectively only, and Partner’s sole remedy is termination.

4. Downline Partners

Partner may recruit additional partners only with Autumndrift’s prior written consent, and if consent is given is entitled to the difference between Partner’s PEPM rate and the rate assigned to that downline partner, on the same conditions stated in Section 3. Partner shall require each downline partner to agree to terms substantially identical to Sections 3, 5, 6, and 7.

5. Partner Obligations

Partner shall: (a) comply with all terms of the EHP Agreement and the Partner-EHP Agreement applicable to a partner; (b) use only materials EHP has approved in writing, and not alter, reproduce, or create materials referencing Autumndrift, EHP, or the Program without prior written consent; (c) give no tax, legal, or accounting advice concerning the Program, and never state or imply that the Program or its tax treatment has been reviewed, approved, or endorsed by the Internal Revenue Service, the Department of the Treasury, the Department of Labor, or any other authority; (d) quantify or illustrate tax savings only by using figures EHP has approved in writing, presented as estimates supplied by EHP; (e) advise every prospective client in writing to consult its own tax counsel, benefits counsel, and accountant before enrolling; (f) obtain and maintain at its own expense all required licenses and comply with applicable law; (g) hold in confidence all non-public information of Autumndrift and EHP, including client and prospect identities, census data, pricing, compensation schedules, and the terms of this Agreement, for three (3) years after termination or for so long as the information remains a trade secret, whichever is longer; and (h) notify Autumndrift in writing within five (5) business days of any governmental inquiry, audit, subpoena, or claim relating to the Program.

6. Non-Circumvention

During the Term and for twenty-four (24) months after termination, Partner shall not, directly or indirectly, contract with EHP outside the downline structure established by this Agreement as to any Referred Employer or prospect Partner first learned of through Autumndrift, solicit any partner recruited by Autumndrift to leave the Autumndrift downline, or use Autumndrift’s confidential information to place any Referred Employer with a competing program. This Section does not restrict Partner’s general occupation or clients Partner developed independently of this Agreement.

7. Acknowledgments

Autumndrift makes no representation regarding income Partner may earn, and any earnings illustration is hypothetical and not a projection. Partner acknowledges that arrangements described as wellness benefit, fixed indemnity wellness, or FICA reduction programs have drawn adverse attention from the Internal Revenue Service, including Chief Counsel Advice Memorandum 202323006, released June 9, 2023, and proposed regulations published at 88 Federal Register 44596 (July 12, 2023); that the tax treatment of such arrangements is contested and may be challenged; and that Autumndrift has made no representation or warranty concerning the Program’s tax treatment or its compliance with the Internal Revenue Code, the Employee Retirement Income Security Act of 1974, or any other law. Partner relies on its own diligence and advisors. Counsel for Autumndrift represents Autumndrift only, does not represent Partner, and has not advised Partner concerning this Agreement, and Partner has had full opportunity to retain counsel of its own choosing.

8. Term and Termination

This Agreement continues until terminated (the “Term”). Either Party may terminate on thirty (30) days advance written notice. Autumndrift may terminate immediately for Partner’s dishonesty, fraud, or material misrepresentation, for breach of Section 5 or Section 6, or for any act giving EHP a right to terminate the EHP Agreement. This Agreement terminates automatically, without liability to Autumndrift, upon termination or expiration of the EHP Agreement or the Partner-EHP Agreement. On termination, Partner shall cease all solicitation referencing Autumndrift, EHP, or the Program and shall return or destroy all confidential information and EHP materials. Termination does not by itself terminate any right Partner holds directly against EHP, and Autumndrift has no duty to preserve, assert, or enforce any such right. Sections 3 through 7, this Section 8, and Sections 9 and 10 survive termination.

9. Indemnity and Limitation of Liability

Partner shall indemnify, defend, and hold harmless Autumndrift and its members, managers, officers, employees, and agents from any claim, loss, damage, fine, penalty, cost, and reasonable attorney fees arising from Partner’s breach of this Agreement, any statement Partner makes that EHP has not approved in writing, the negligence or willful misconduct of Partner or anyone acting for Partner, or any claim by Partner’s personnel or downline partners. The aggregate liability of Autumndrift shall not exceed amounts Autumndrift actually received from EHP that are attributable to employees of Partner’s Referred Employers and that Autumndrift did not remit to Partner. Autumndrift is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages or for lost profits. These limitations are a material basis of the bargain.

10. Miscellaneous

The laws of the State of Michigan govern this Agreement, without regard to conflict of laws principles, and the Parties submit to the exclusive jurisdiction of the state courts sitting in Oakland County, Michigan and the United States District Court for the Eastern District of Michigan. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. The prevailing Party in any action to enforce this Agreement is entitled to its reasonable attorney fees and costs. Partner shall not assign or delegate this Agreement, whether voluntarily or by operation of law, without Autumndrift’s prior written consent, and any attempted assignment is void; Autumndrift may assign to an affiliate or successor. This Agreement is the entire agreement between the Parties on its subject matter, supersedes all prior discussions and representations, and may be amended only by a writing signed by both Parties. Notices must be in writing and are effective on personal delivery, on the third business day after mailing postage prepaid, or on transmission by electronic mail to the addresses stated below. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the remainder continues in force. No delay in exercising a right waives it. This Agreement may be executed in counterparts and by electronic signature, each of which is an original.

Execution

The Parties have executed this Agreement as of the Effective Date. Under Section 10 this Agreement may be executed in counterparts and by electronic signature, each of which is an original.