1997 S Personnel - Human Affairs International for Employee Assistance Program Contract Renewal

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(b) Either party may terminate this Agreement for cause,provided that,the complaining party shall provide at least thirty(30)days'written notice to the breaching party specifying the nature and, so far as then known, the extent of the breach and the action required to correct the breach. The breaching party shall be afforded thirty(30)days(or such additional time as the complaining party may determine,as confirmed in writing, to be reasonable)to cure the breach or,as determined by the complaining party,to achieve substantial cure if a complete cure cannot be reasonably effectuated within the designated period. If the breach remains uncured at the expiration of the designated period,this Agreement may be terminated by written notice given by the complaining party at any time while the breach remains uncured thereafter. (c) Either party may cancel this Agreement by failing to renew pursuant to Section 2.1 due to the failure of the parties to agree on rates or other material terms of this Agreement. Such cancellation shall be effective as of the date written notice provided by the cancelling party specifying the reason for cancellation, or as of such later date as set forth in such notice. (d) Nothwithstanding Section 2.2(b),HAI may terminate this Agreement due to Sponsor's failure to comply with its payment obligations under Section 1.2 in a timely manner,and such termination shall be effective,unless previously cured,as of the date fifteen(15)days from the date of written notice provided by HAI to Sponsor or as of such later date as set forth in such notice. (e) Notwithstanding any other provision,this Agreement may be terminated by either party effective as of the date of notice or such later date as specified in such notice if a filing in bankruptcy,the appointment of a receiver,the marshaling of debts or assets or the proposed settlement of outstanding debts under applicable reorganization or insolvency laws is filed by or against HAI or Sponsor. 2.3 Covenants upon Termination. Upon termination of this Agreement, (a) provided Sponsor has paid to HAI all Service Fees due hereunder,HAI shall release to Sponsor,in HAI's standard format,all final aggregate utilization reports hereunder on the next scheduled report date. (b) if requested by the other party,each party shall promptly return to the other,or its designee, (or,upon written instruction by such other party,destroy)all originals and copies of the other's Information,including without limitation Proprietary Materials, in its possession or control except to the extent such information must be retained or kept confidential by HAI(or by Providers rendering Services hereunder) according to applicable law or as expressly provided in this Agreement. Sponsor shall pay reasonable costs and fees associated with HAI's transfer of such Information. At the request of Sponsor or HAI,the other party shall deliver promptly to the requesting party a certificate representing and certifying that such party has either destroyed or returned to the requesting party all Information of the requesting party in compliance with this Section 2.3(b). (c) with respect to Participants who require treatment which continues or is related to treatment received under this Agreement,and to the extent authorized by Participants or state law,HAI agrees to deliver copies of relevant Clinical Records in its possession,and to make reasonable efforts to obtain the cooperation of Providers in delivering copies of relevant Clinical Records in their possession,directly to the new providers of such treatment or to the new vendor of the applicable administrative or managed care services. Sponsor agrees that it shall be responsible for all reasonable costs associated with copying and transfer of such Clinical Records. Human Affairs Intemational,Incorporated 517/97 Services Agreement 4