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NO EVENT WILL RDS BE LIABLE FOR SPECIAL,CONSEQUENTIAL OR INDIRECT DAMAGES, <br /> INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF USE. <br /> SECTION 2 <br /> RELATIONSHIP OF THE PARTIES <br /> 2.01 Independent Contractor. In performing services under this Agreement,RDS performs all acts as an <br /> independent contractor and not as an officer,employee or agent of the Plan.Nothing in this Agreement shall <br /> be construed to mean that Plan Sponsor(or any of its agents)retains any control over the manner and means <br /> of how RDS performs the services provided for herein,but only a right to review the results of the work <br /> performed. <br /> 2.02 Not a Fiduciary or Insurer.Plan Sponsor is the named fiduciary and/or primary decision maker of the <br /> Plan.As fiduciary and/or decision maker,Plan Sponsor maintains discretionary authority and responsibility in <br /> the administration and operation of the Plan,including,but not limited to,the determination of covered <br /> services,interpretation of the terms of the Plan, and the determination of eligibility for and entitlement to <br /> benefits under the Plan in accordance with the terms of the Plan. RDS does not assume any responsibility for <br /> any act,omission or breach by any fiduciary. <br /> SECTION 3 <br /> TERM AND TERMINATION <br /> 3.01 Term. This Agreement shall be in effect for a period of one (1) year starting on the Effective Date <br /> and will automatically renew for subsequent years unless otherwise terminated in accordance with <br /> Section 3.02. <br /> 3.02 Termination. Subject to continuing obligations under Section 3.03, this Agreement may be <br /> terminated as specified below: <br /> (a)By either party as of the date the other voluntarily or involuntarily files for bankruptcy protection <br /> or any or all portion of its business operations; <br /> (b)By mutual written agreement of the parties; <br /> (c)Upon termination of the Reinsurance Program by the Department of Health&Human Services <br /> ("HHS"); or <br /> (d)By Plan Sponsor if RDS breaches this Agreement in any material respect and fails to cure such <br /> breach within thirty(30)days following written notice of such breach from Plan Sponsor. <br /> 3.03 Obligations After Contract Termination; Survival. All responsibilities of either party under this <br /> Agreement shall terminate upon the termination of this Agreement, except that the following rights and <br /> liabilities of the parties shall survive the termination of this Agreement for the specified time period as <br /> provided below or as otherwise agreed by the parties hereto: <br /> (a) Plan Sponsor's duty to pay RDS for amounts due to RDS hereunder,until such amounts are <br /> paid in full, specifically including all payments with respect to all Reinsurance Subsidies paid <br /> to Plan Sponsor as a result of the a "claim reimbursements" made by RDS to HHS provided such <br /> amounts are undisputed by Plan Sponsor.. <br /> (b) Plan Sponsor's and RDS' respective duties hereunder that are predicated on,or reasonably <br /> contemplate continuation beyond,the termination of this Agreement, including,but not limited to, <br /> this Section 3.03 and Sections 3.04, 3.05, 3.06, and 5.02. Notwithstanding the foregoing, such duties <br /> shall not survive beyond the duration of any applicable statute of <br /> limitations. <br /> 2 <br /> Troy_572440_14-J2 <br />