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event of such breach or any threat of breach, the other party shall be entitled, in addition to any other remedies to <br />which such other party may be entitled at law or in equity, to an immediate injunction and restraining order to <br />prevent such breach and/or threatened breach without having to provide a bond or other security or prove damages. <br />(e) Except for Information returned to Sponsor in accordance with Section 2.3(b) and <br />Clinical Records delivered to a third party pursuant to the terms of this Agreement or as required by law, Magellan <br />shall retain all books and records relating to Services performed hereunder by Magellan (and other books and <br />records as may be required by law) for a period of seven (7) years from the date of the relevant treatment or filing <br />of claim, as applicable, or such longer period as may be required by law. Upon reasonable request, for purposes <br />related to the administration of the Plan and to the extent permitted by law or regulation, Magellan shall make <br />such records available to Sponsor during regular business hours at the principal administrative offices of Magellan <br />for examination, auditing or copying. Magellan shall maintain all such books and records in accordance with <br />prudent standards of record keeping. <br />3.2 Sponsor Cooperation. Sponsor acknowledges that the effective performance of the Services by <br />Magellan hereunder requires that Sponsor cooperate with Magellan in its efforts. Sponsor agrees to cooperate with <br />Magellan in Magellan's performance of the Services by furnishing, among other things, timely reports and <br />information in a form and manner specified by Magellan, including, without limitation, the number of Participants <br />covered under the Plan, the kinds of benefits to which such Participants are entitled, and such other information as <br />may be necessary for performance of Services, including without limitation the. processing of benefit payments. <br />Sponsor shall provide Magellan continuing access to all books and records necessary for Magellan to fidfill its <br />duties hereunder to Sponsor and Participants. Magellan shall not be responsible for any delay in the performance <br />of its duties under this Agreement to the extent that such delay arises from the failure of Sponsor to provide to <br />Magellan any such information on a timely basis. <br />3.3 Employee Count. Prior to or on the Effective Date, Sponsor shall firrnish Magellan a listing of <br />Sponsor's eligible employees ( "Employee Count "). <br />(a) Employee Count Changes. If at any time during the Term the number of Employees <br />increases or decreases more than fifteen percent (15 1/6) relative to the Employee Count, Sponsor shall notify <br />Magellan of such change, and the necessary financial adjustment shall be made in the next billing cycle to reflect <br />the correct Employee Count. If Sponsor's. Employee Count decreases to less than twenty-five (25) employees in any <br />billing cycle, Sponsor will be billed for a minimum of twenty-five (25) employees. Sponsor shall provide Magellan <br />with an updated Employee Count at the time of renewal. Sponsor's rates will be determined by the Employee <br />Count at the time of renewal. If the Employee Count changes, moving Sponsor into a different rate tier, <br />implementation of a tier rate change shall occur at the next semi - annual billing. Upon ten (10) days' written notice <br />from Magellan to Sponsor, Magellan shall have the right to engage an independent party to audit the operations of <br />Sponsor at any time during Sponsor's normal business hours for the sole purpose of verifying the accuracy of the <br />Employee Count. <br />3.4 Provision of Services. <br />(a) Generally. Magellan, in its sole discretion, shall provide the Services hereunder either <br />from its employees or the employees of an Affiliate of Magellan, or by retaining, directly or indirectly through an <br />Affiliate of Magellan, independent contractors to provide the Services. <br />(b) Professional Services. Except as otherwise provided in this Agreement, Magellan shall <br />provide, in its sole discretion and to the extent permitted by law, all professional services required by this <br />Agreement through Care Managers, Staff Clinicians or Participating Providers. - <br />Magellan Behavioral Health <br />RSBM Services Agreement <br />W <br />01/03/01 <br />