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4.8 Authori . Each party hereto represents and warrants to the other that the person executing this <br />Agreement on behalf of such party has been duly authorized to execute and deliver this Agreement on behalf of <br />said party. <br />4.9 Force Maieure. Neither party shall be liable to the other or deemed in default hereunder for any <br />failure to perform or delay in performing which is caused by an act of God or other factors beyond the control of <br />such party. If either party becomes aware of any such factor which would cause a delay or failure in performance, <br />it shall immediately notify the other party of the existence of such factor and probable length of continuation <br />thereof. <br />4.10 Construction. The article, section and paragraph headings contained in this Agreement are <br />solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the <br />meaning or interpretation of this Agreement. Unless otherwise provided, all references in this Agreement to . <br />articles, sections and paragraphs refer to the corresponding articles, sections and paragraphs of this Agreement. <br />All words used herein shall be construed to be of such gender or number as the circumstances require. Unless <br />otherwise specifically noted, the words "herein," "hereof," "hereby," "hereinabove," "hereinbelow," "hereunder," <br />and words of similar import, refer to this Agreement as a whole and not to any particular article, section, <br />subsection, paragraph, clause or other subdivision hereof. Whenever the term "including" or a similar term is used <br />in this Agreement, it shall be read as if it were written "including by way of example only and without in any way <br />limiting the generality of the clause or concept to which reference is made." <br />4.11 Entire Agreement: Modification. This Agreement, including all Addenda and exhibits hereto, <br />represents the entire Agreement between the parties and supersedes any and all previously written or oral <br />agreements or understandings. This Agreement may only be changed by a writing signed by Magellan and <br />Sponsor. <br />4.12 Countervarts. This Agreement may be executed in one or more counterparts, each of which shall <br />be deemed an original, but all of which together shall constitute one and the same Agreement. <br />ARTICLE V <br />DEFINITIONS <br />For the purposes of this Agreement, the following terms shall have the meanings specified ox referred to. <br />below. Any reference or citation to a law, statute or regulation shall be deemed to include any amendments to that <br />law, statute or regulation and judicial and administrative interpretations of it. <br />5.1 "Affiliate" means a legal entity related by common ownership, management or control. <br />5.2 "Agreement" means this Services Agreement, including the Addenda, the Fee Schedule and all <br />other appendices, exhibits and schedules hereto, which are hereby incorporated herein by this reference. <br />5.3 'Basic Fees" for a month during the Term means the PEPM Charge multiplied by the applicable <br />Employee Count. <br />5.4 'Basic Services" shall have the meaning set forth in Section 1.1(b). <br />. 5.5 "California Participant" means a Participant who resides in, or whose place of employment with <br />Sponsor is located in, the State of California. <br />5.6 "Care Manager" shall have the meaning set forth in Section 3.4(b)(1). <br />Magellan Behavioral Health 01103101 <br />RSBM Services Agreement <br />