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

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4.2 Notice s. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when (i) delivered personally or (ii) received by the addressee, if sent by telecopier (receipt confirmed by telephone), Express Mail, Federal Express or other express delivery service (receipt requested) or by registered or certified mail, return receipt requested, in each case to the other party at the following addresses and telecopier numbers (or to such other address or telecopier number for a party as shall be specified by like notice; provided that notices of a change of address or telecopier number shall be effective only upon receipt thereof): To Magellan: Magellan Behavioral Health, Inc. 10150 South Centennial Parkway Sandy, Utah 84070 Attention: Legal Department to opier: (801) 2 -7088 C r �. y, To Sponsor: C f'' Sl- G Attention: telecopier: C"/ 4.3 Assignment. Neither party shall assign or transfer any duty or interest in this Agreement without the written consent of the other party, except (a) as otherwise herein permitted or (b) to the extent permitted by law, to a parent corporation or wholly owned subsidiary as long as such assignment does not result in a material change in the other party's rights and/or duties hereunder, and except that Magellan may, in its sole discretion and without notice to Sponsor, but subject to the provisions of this Agreement regarding professional qualifications; provide the Services hereunder through its own employees, employees of its Affiliates or independent contractors retained by Magellan or by Affiliates of Magellan. Any attempted transfer or assignment contrary to the provisions of this Section shall be void. This Agreement shall be binding on any successor in interest of either party. 4.4 Status of the Parties. Magellan and Sponsor agree that Magellan and all Providers are independent contractors with respect to the Services performed under this Agreement and, except as otherwise specifically provided in this Agreement, (a) no Provider is the agent of Magellan or Sponsor nor is any Provider authorized to act on behalf of Magellan or Sponsor in any manner and (b) neither Magellan nor Sponsor is the agent of the other, nor is either party authorized to act on behalf of the other in any manner. 4.5 Waiver. The failure of either party in any one or more instances to insist upon strict performance of any of the terms and provisions of this Agreement, or to exercise any option conferred herein shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms, provisions or options on any future occasion. 4.6 Governing Law. This Agreement has been entered into between the parties in the State of Utah and the laws of such state, without reference to its choice of law rules, shall govern its interpretation and enforcement, except as such laws may be preempted by ERISA. 4.7 Severability. If any of the provisions of this Agreement shall be invalid or unenforceable by a court with jurisdiction over the parties to this Agreement, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement. In such event, this Agreement shall be modified to conform with said laws or judicial determination and such provision shall be construed and enforced only to the extent as it may be a legal and enforceable provision. If the provisions cannot be so modified, the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and all other rights and obligations of the parties shall be construed and enforced accordingly. Magellan Behavioral Health RSBM Services Agreement 7 01/03/01