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Human Affairs International,Incorporated <br /> P.O. Box 27727 <br /> Salt Lake City,Utah 84127-0727 <br /> (d) Sponsor shall pay interest at the rate of one and one-half percent(1.5 1/6)per month on <br /> all payments due hereunder which are not received by HAI within sixty(60)days of Sponsor's receipt of HAI's <br /> invoice. In addition, Sponsor shall reimburse HAI for any costs HAI incurs,including without limitation <br /> reasonable attorney fees,with respect to(1)the collection of any late payment of Service Fees or(2)the failure of <br /> Sponsor to fund benefit payments in a timely and adequate manner in connection with any Claims Management <br /> Services. <br /> (e) Sponsor acknowledges that various components of initial and subsequent PEPM <br /> Charges assume an Employee pool equal to the Base Population. HAI reserves the right,upon sixty(60)days' <br /> written notice to Sponsor,to adjust components of the PEPM Charge at any time at which the most recent <br /> Employee Count varies from the Base Population by ten percent(10%)or more in either direction. If HAI so <br /> adjusts any component of the PEPM Charge,then Base Population shall also be adjusted to equal to Employee <br /> Count at the time of such adjustment. <br /> (f) Except as rate adjustments are permitted by Section 1.2(e),HAI hereby guarantees the <br /> rates under this Agreement for a period of twelve(12)months. Prior to each Contract Anniversary Date, Sponsor <br /> and HAI shall reach agreement as to new rates for the Services under this Agreement to go into effect on such <br /> Contract Anniversary Date. If no agreement regarding new rates is reached prior to the Contract Anniversary <br /> Date,HAI shall provisionally charge Sponsor such new rates as HAI may determine;provided, however,that such <br /> provisional rates shall not exceed the prior rates by more than ten percent(10%). Upon agreement between <br /> Sponsor and HAI as to new rates, Sponsor's account shall be adjusted to reflect such agreed-upon rates retroactive <br /> to the most recent Contract Anniversary Date. <br /> ARTICLE H <br /> TERM; TERMINATION <br /> 2.1 Term. The term of this Agreement(the"Term")shall commence on the Effective Date and shall <br /> continue for a period of one year unless terminated in accordance with this Section 2.2. Unless either party cancels <br /> this Agreement in accordance with Section_2,2 or unless the parties fail to agree on material terms,this Agreement <br /> shall automatically renew,and the Term shall be automatically extended,for successive periods of one year, and <br /> the terms and conditions of this Agreement shall continue in full force and effect without interruption or <br /> modification,except as permitted expressly herein. <br /> 2.2 Termination. <br /> (a) Either party may terminate this Agreement without cause at any time by providing <br /> ninety(90)days'prior written notice to the other party hereto and by paying an early termination premium in the <br /> amount indicated on the Fee Schedule multiplied by the number of full calendar months between the effective date <br /> of termination pursuant to this Section and the first Contract Anniversary Date thereafter with respect to which <br /> Sponsor and HAI would negotiate and establish new rates hereunder. Termination pursuant to this Section shall <br /> be effective as of the date ninety(90)days following the date of such notice of termination or such later date as <br /> may be provided in such notice. <br /> Human Affairs Intemational,Incorporated 5/7119 7 <br /> Services Agreement 3 <br />