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18 <br /> A-1.11 Run-Off Services. Sponsor acknowledges that,at the time of termination of this Agreement, <br /> some Participants may be engaged in counseling pursuant to this Addendum A and that it may be unethical and/or <br /> illegal to terminate such counseling without providing or arranging on-going treatment for such Participants. <br /> Accordingly, upon receipt of notice of termination(if termination is by Sponsor)or upon its notice of termination <br /> (if termination is by HAI), HAI will furnish Sponsor a listing of the number of existing cases which require on- <br /> going EAP Services. Sponsor shall allow HAI to continue to provide such Services or to make other clinically <br /> acceptable arrangements for continued provision of Services. Sponsor agrees to pay HAI additional Service Fees at <br /> the rate indicated in the Fee Schedule for each Session of EAP Services provided to a Participant pursuant to this <br /> Paragraph. The rights and obligations set forth in this Paragraph shall survive the termination of this Agreement. <br /> A-2. Additional Terms and Conditions. <br /> A-2.1 Professional Qualifications. Except as otherwise provided in this Agreement,(a) all direct <br /> clinical services provided through the Access Line shall be provided by Care Managers or Participating Providers <br /> and(b)all clinical Sessions shall be conducted by Staff Clinicians or Participating Providers who have(1) training <br /> and experience in assessing substance abuse problems and in conducting focused, problem-resolution counseling <br /> and(2)at least a Master's level degree in the appropriate field or such other training and practical experience in <br /> such behavioral health treatment settings as qualify them to provide the applicable EAP Services. <br /> A-2.2 Referrals. Referrals given by HAI to Participants for elder or child care, legal services or other <br /> community services are not endorsements or recommendations for the referred programs or providers, nor has HAI <br /> necessarily subjected the referred programs or providers to a detailed screening process. The responsibility for <br /> selecting and engaging such providers lies solely with the Participant. Vendors and other providers of elder or <br /> child care, legal services or other community services arc not and shall not be deemed agents of HAI or Sponsor. <br /> Vendors have represented to HAI that they consider Sponsor as a third-party beneficiary of their indemnity <br /> obligations to HAI for such vendors'acts and omissions(but not for acts or omissions of HAI or Sponsor). <br /> A-23 Exclusions. For purposes of this Addendum A only, the terms "Participant" and "Employee" <br /> shall be deemed to exclude all Participants(as otherwise defined)whose residence or place of employment with <br /> Sponsor is located(a)outside of the United States or(b) in the State of California. Notwithstanding the above, if <br /> (i)no Participant would be entitled to more than three(3) Sessions total during any six-month period pursuant to <br /> Paragraph A-1.2 above and(ii) Sponsor is not providing for EAP Services for California Participants pursuant to a <br /> separate agreement with HAI-CA, then the terms"Participant"and"Employee"shall be deemed, as applicable. to <br /> include California Participants. If Sponsor desires EAP Services in California in excess of the limitations set forth <br /> above, such EAP Services must be provided pursuant to an agreement between HAI-CA and Sponsor, but not <br /> pursuant to this Agreement. <br /> A-24 Definitions. For purposes of this Addendum A, the following terms shall have the meanings set <br /> forth below: <br /> (a) "CID"or"Critical Incident Debriefing" means response to and consultation in <br /> connection with a sudden, unanticipated incident or circumstance that produces a high degree of distress in the <br /> affected workplace of Sponsor or an immediate or delayed emotional reaction by Participants, including <br /> Employees,that surpasses normal coping mechanisms. <br /> (b) "Session" means each separate occasion, as determined by HAI, when HAI provides or <br /> offers counseling as an EAP Service to a Participant, whether by telephone or in person, provided that <br /> post-counseling evaluations and post-referral telephone follow-up calls shall not be deemed Sessions. <br /> Human Affairs International. Incorporated 5/7/97 <br /> Services Agreement <br /> A-3 <br />