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7 <br /> (d) No later than ninety(90)days prior to the Contract Anniversary Date,Magellan shall <br /> provide Sponsor with new rates for the Services under this Agreement to go into effect on such Contract <br /> Anniversary Date. <br /> ARTICLE II <br /> TERM;TERMINATION <br /> 2.1 Term. The term of this Agreement shall be for two years,extending from the Effective Date. <br /> Thereafter,the Agreement shall be automatically renewed for successive one-year terms from the Contract <br /> Anniversary Date unless terminated as provided in Section 2.2(a)of this Agreement or either party gives the other <br /> written notice of nonrenewal not less than sixty(60)days prior to the expiration of the term of this Agreement or <br /> any renewal thereof. <br /> 2.2 Termination. <br /> (a) Either party may terminate this Agreement for cause,provided that,the complaining <br /> party shall provide at least thirty(30)days'written notice to the breaching party specifying the nature and,so far as <br /> then known,the extent of the breach and the action required to correct the breach. The breaching party shall be <br /> afforded thirty(30)days(or such additional time as the complaining party may determine,as confirmed in writing, <br /> to be reasonable)to cure the breach or,as determined by the complaining party,to achieve substantial cure if a <br /> complete cure cannot be reasonably effectuated within the designated period. If the breach remains uncured at the <br /> expiration of the designated period,this Agreement may be terminated by written notice given by the complaining <br /> party at any time while the breach remains uncured thereafter. <br /> (b) Notwithstanding Section 2.2(a),Magellan may terminate this Agreement due to <br /> Sponsor's failure to comply with its payment obligations under Section 1.2 if payment is not received by Magellan <br /> within sixty(60)days of Sponsor's receipt of invoice,and such termination shall be effective,unless previously <br /> cured,as of the date fifteen(15)days from the date of written notice provided by Magellan to Sponsor. If Magellan <br /> receives such payment in satisfaction of delinquent Service Fees more than fifteen(15)days after the issuance of its <br /> notice of termination,Magellan may,in its sole discretion,either deny or accept Sponsor reinstatement. <br /> ARTICLE III <br /> GENERAL COVENANTS AND OBLIGATIONS <br /> 3.1 Confidentiality,Proprietary Rights,Records. <br /> (a) Confidentiality of Participants will be protected in accordance with applicable state and <br /> federal law.All client records will be held in a confidential manner and will be the property of Magellan. <br /> (b) Sponsor expressly acknowledges that Magellan has developed manuals,procedures, <br /> processes,publications,systems,management reports,knowledge,names,logos,trademarks,service marks and <br /> information related to the Services which are proprietary in nature and which constitute trade secrets or other <br /> intellectual property of Magellan(collectively,the"Proprietary Materials"). Sponsor agrees that the Proprietary <br /> Materials shall remain the sole property of Magellan and that Sponsor will refrain from interfering with and/or <br /> appropriating any of Magellan's proprietary rights therein. <br /> 3.2 Sponsor Coo eration. Sponsor agrees to cooperate with Magellan in Magellan's performance of <br /> the Services by furnishing,among other things,timely reports and information in a form and manner specified by <br /> Magellan,including the number of Employees covered under the Plan and such other information as may be <br /> necessary for performance of Services. <br /> Magellan Behavioral Health, Inc. 4 Rev.07127101 <br /> Growing Business Services Agreement <br />