2001 S Personnel - Magellan Behavioral Health Employee Assistance Program Contract Renewal

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ARTICLE II TERM; TERMINATION 2.1 Term. The term of this Agreement (the "Term ") shall commence on the Effective Date and shall remain in full force and effect unless terminated in accordance with this Section 2.2. 2.2 Termination. (a) Either party may terminate this Agreement without cause at any time by providing ninety (90) days' prior written notice to the other party hereto. Termination pursuant to this Section shall be effective as of the date ninety (90) days following the date of such notice of termination or such later date as may be provided in such notice. (b) Either party may terminate this Agreement for cause, provided that, the complaining party shall provide at least thirty (30) days' written notice to the breaching party specifying the nature and, so far as then known, the extent of the breach and the action required to correct the breach. The breaching party shall be afforded thirty (30) days (or such additional time as the complaining party may determine, as confirmed in writing, to be reasonable) to cure the breach or, as determined by the complaining party, to achieve substantial cure if a complete cure cannot be reasonably effectuated within the designated period. If the breach remains uncured at the expiration of the designated period, this Agreement may be terminated by written notice given by the complaining party at any time while the breach remains uncured thereafter. (c) Either party may cancel this Agreement by failing to renew pursuant to Section 2.1 due to the failure of the parties to agree on rates or other material terms of this Agreement. Such cancellation shall be effective as of the date written notice provided by the cancelling party specifying the reason for cancellation, or as of such later date as set forth in such notice. (d) Notwithstanding Section 2.2(b), Magellan may terminate this Agreement due to Sponsor's failure to comply with its payment obligations under Section 1.2 in a timely manner, and such termination shall be effective, unless previously cured, as of the date fifteen (15) days from the date of written notice provided by Magellan to Sponsor or as of such later date as set forth in such notice. (e) Notwithstanding any other provision, this Agreement may be terminated by either party effective as of the date of notice or such later date as specified in such notice if a filing in bankruptcy, the appointment of a receiver, the marshaling of debts or assets or the proposed settlement of outstanding debts under applicable reorganization or insolvency laws is filed by or against Magellan or Sponsor. (f) If this Agreement is terminated due to failure of Sponsor to make timely payment of Service Fees due hereunder, then this Agreement shall be reinstated, as though it had never been terminated, upon the full payment of such Service Fees by Sponsor to Magellan prior to or on the first due date for the payment of Service Fees under Section 1.2 following the due date with respect to which Sponsor was delinquent; provided, however, that if Magellan receives such payment in satisfaction of delinquent Service Fees more than fifteen (15) days after the issuance of its notice of termination, then Magellan may, in its sole discretion, either (1) deny such reinstatement by refunding payment within twenty (20) business days of its receipt thereof, or (2) accept Sponsor reinstatement within twenty (20) business days of its receipt thereof. 2.3 Covenants upon Termination. Upon termination of this Agreement, (a) if requested by the other party, each party shall promptly return to the other, or its designee, (or, upon written instruction by such other party, destroy) all originals and copies of the other's Magellan Behavioral Health RSRH Services Agreement 3 01/03/01