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3.2 Sponsor Cooperation. Sponsor acknowledges that the effective performance of the Services by <br /> HAI hereunder requires that Sponsor cooperate with HAI in its efforts. Sponsor agrees to cooperate with HAI in <br /> HAI's performance of the Services by furnishing,among other things,timely reports and information in a form and <br /> manner specified by HAI, including,without limitation,the number of Participants covered under the Plan, <br /> identification of Participants, the kinds of benefits to which such Participants are entitled,the dates of eligibility for <br /> such Participants,the geographic distribution of Participants,and such other information as may be necessary for <br /> performance of Services,including without limitation the processing of benefit payments. Sponsor shall provide <br /> HAI continuing access to all books and records necessary for HAI to fulfill its duties hereunder to Sponsor and <br /> Participants. HAI shall not be responsible for any delay in the performance of its duties under this Agreement to <br /> the extent that such delay arises from the failure of Sponsor to provide to HAI any such information on a timely <br /> basis. <br /> 3.3 Employee Count. Prior to or on the Effective Date, Sponsor shall furnish HAI a listing of <br /> Employees(the "Employee List"),by zip code of each Employee's place of residence. <br /> (a) Membership File Tape. Sponsor may, in its discretion, elect to provide the Employee <br /> List by membership file tape;provided,however,that if Sponsor has selected HAI in S 1_ection l(4)to perform <br /> Claims Management Services hereunder,then Sponsor must provide the Employee List by membership file tape. If <br /> Sponsor provides the Employee List by membership file under this Section 3.3{a), then Sponsor shall provide HAI <br /> with an updated Employee List on membership file tape on a monthly basis. <br /> (b) Otherwise. If Sponsor provides the Employee List by means other than membership file <br /> tape,then if at any time during the Term the number of Employees increases or decreases more than five percent <br /> (5 1/o)relative to the Employee Count, Sponsor shall notify HAI of such change,and the necessary financial <br /> adjustment shall be made in the next billing cycle to reflect the correct Employee Count. Sponsor shall provide <br /> HAI with an updated Employee List at the time of renewal. Upon ten(10)days'written notice from HAI to <br /> Sponsor,HAI shall have the right to engage an independent party to audit the operations of Sponsor at any time <br /> during Sponsor's normal business hours for the sole purpose of verifying the accuracy of the Employee Count. <br /> 3.4 Provision of Services. <br /> (a) Generally. HAI,in its sole discretion, shall provide the Services hereunder either from <br /> its employees or the employees of an Affiliate of HAI,or by retaining, directly or indirectly through an Affiliate of <br /> HAI, independent contractors to provide the Services. <br /> (b) Professional Services. Except as otherwise provided in this Agreement,HAI shall <br /> provide,in its sole discretion and to the extent permitted by law,all professional services required by this <br /> Agreement through Care Managers, Staff Clinicians or Participating Providers. <br /> (1) Care Managers. "Care Manager" means an employee of HAI or of an <br /> Affiliate of HAI who is a clinical professional licensed or certified under applicable state law to provide treatment <br /> in the areas of mental health and substance abuse. <br /> (2) Staff Clinicians. "Staff Clinician"means an employee of HAI or of an <br /> Affiliate of HAI who is a duly qualified mental health and/or substance abuse treatment provider. For purposes of <br /> this Section, "duly qualified" includes being licensed or certified where required by state law. <br /> (3) Participating Providers. "Participating Provider"means an individual <br /> practitioner, group of practitioners,facility or other specialized provider of services which(i)maintains a practice <br /> or operates a facility or program that provides mental health and/or substance abuse treatment, (ii)has been <br /> credentialed by HAI or an Affiliate or designee of HAI in accordance with HAI's credentialing policies and(iii)has <br /> Human Affairs Intema6onal,Incorporated 517197 <br /> Services Agreement <br />