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

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been designated as"participating"by HAI or an Affiliate of HAI and has entered into a participation agreement with HAI or an Affiliate of HAI to provide specified services to Participants. (4) Non-Participating Providers. In circumstances where a Participant resides or is working in a location farther than(i)twenty(20)miles or twenty(20)minutes away from the nearest Staff Clinician or individual Participating Provider(or,in the case of International Support Services,the nearest individual International Participating Provider)who is qualified and available to provide needed Services to such Participant and(ii)thirty(30)miles or thirty(30)minutes away from the nearest Participating Provider facility(or, in the case of International Support Services, the nearest International Participating Provider facility)which is qualified and available to provide needed Services to such Participant,and only in such circumstances, Sponsor agrees that HAI may provide such Services through a Non-Participating Provider which is accessible and available to provide such Services. Sponsor acknowledges that Non-Participating Providers may not necessarily possess the professional qualifications and other credentials required of Participating Providers or otherwise required by this Agreement, and consents,on behalf of itself and the Participants,to HAI's use of Non-Participating Providers under these circumstances. 3.5 Compliance with Law. HAI shall obtain and maintain, at its sole expense, all licenses and permits necessary for it to perform the Services. Sponsor agrees to provide such information and documents as may be necessary to assist HAI in obtaining or maintaining such licenses or permits. HAI and Sponsor agree to comply with all applicable Legal Requirements regulating terms and conditions of employment. 3.6 Employment Relationships. In entering into this Agreement, Sponsor is not relinquishing any of its rights and obligations to control any facets of any employment relationship that may exist between Sponsor and an Employee, including without limitation rights to take disciplinary action relating to any Employee. Sponsor agrees that HAI shall bear no responsibility with respect to Sponsor's discipline or termination of its Employees and that Sponsor shall defend HAI and hold HAI harmless from any and all claims or liability arising from any such discipline or termination. 3.7 Insurance. HAI agrees to obtain and maintain during the Term the following insurance coverages: (a)comprehensive general liability in a minimum amount of Five Million Dollars($5,000,000)in the aggregate and per occurrence(in excess of deductible amounts)and(b)professional liability insurance (malpractice)in a minimum amount of Five Million Dollars($5,000,000)in the aggregate and per claim made(in excess of deductible amounts). ARTICLE IV MISCELLANEOUS 4.1 Survival. In addition to those covenants and obligations,if any, specified elsewhere herein to survive,the covenants and obligations contained in Sections 1.2, 2.3,and 3.1 shall survive the termination of this Agreement. 4.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when(i)delivered personally or(ii)received by the addressee, if sent by telecopier (receipt confirmed by telephone),Express Mail,Federal Express or other express delivery service(receipt requested)or by registered or certified mail,return receipt requested, in each case to the other party at the following addresses and telecopier numbers(or to such other address or telecopier number for a party as shall be specified by like notice;provided that notices of a change of address or telecopier number shall be effective only upon receipt thereof): Human Affairs International,Incorporated 5/7/9 7 Services Agreement 7