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4.9 Force Maieure. Neither party shall be liable to the other or deemed in default hereunder for any <br /> failure to perform or delay in performing which is caused by an act of God or other factors beyond the control of <br /> such party. If either party becomes aware of any such factor which would cause a delay or failure in performance, <br /> it shall immediately notify the other party of the existence of such factor and probable length of continuation <br /> thereof. <br /> 4.10 Construction. The article, section and paragraph headings contained in this Agreement are <br /> solely for the purpose of reference,are not part of the agreement of the parties and shall not in any way affect the <br /> meaning or interpretation of this Agreement. Unless otherwise provided, all references in this Agreement to <br /> articles, sections and paragraphs refer to the corresponding articles, sections and paragraphs of this Agreement. <br /> All words used herein shall be construed to be of such gender or number as the circumstances require. Unless <br /> otherwise specifically noted,the words "herein," "hereof," "hereby," "hereinabove," "hereinbelow," "hereunder," <br /> and words of similar import, refer to this Agreement as a whole and not to any particular article, section, <br /> subsection,paragraph,clause or other subdivision hereof. Whenever the term"including"or a similar term is used <br /> in this Agreement, it shall be read as if it were written"including by way of example only and without in any way <br /> limiting the generality of the clause or concept to which reference is made." <br /> 4.11 Entire Agreement;Modification. This Agreement, including all Addenda and exhibits hereto, <br /> represents the entire Agreement between the parties and supersedes any and all previously written or oral <br /> agreements or understandings. This Agreement may only be changed by a writing signed by HAI and Sponsor. <br /> 4.12 Counterparts. This Agreement may be executed in one or more counterparts,each of which shall <br /> be deemed an original,but all of which together shall constitute one and the same Agreement. <br /> ARTICLE V <br /> DEFINITIONS <br /> For the purposes of this Agreement,the following terms shall have the meanings specified or referred to <br /> below. Any reference or citation to a law, statute or regulation shall be deemed to include any amendments to that <br /> law, statute or regulation and judicial and administrative interpretations of it. <br /> 5.1 "Affiliate"means a legal entity related by common ownership,management or control. <br /> 5.2 "Agreement"means this Services Agreement,including the Addenda,the Fee Schedule and all <br /> other appendices,exhibits and schedules hereto,which are hereby incorporated herein by this reference. <br /> 5.3 "Base Population"means a number initially equal to the Employee Count as of the Effective <br /> Date,and thereafter equal to the Employee Count as of any adjustment pursuant to Section 1.2(e). <br /> 5.4 'Basic Fees"for a month during the Term means the PEPM Charge multiplied by the applicable <br /> Employee Count. <br /> 5.5 'Basic Services" shall have the meaning set forth in Section 1.l(b). <br /> 5.6 "California Participant"means a Participant who resides in,or whose place of employment with <br /> Sponsor is located in,the State of California. <br /> 5.7 "Care Manager" shall have the meaning set forth in Section 3.4(b)(1). <br /> 5.8 "Claims Management Services"means those Services described in Addendum C,if any,to this <br /> Agreement. <br /> Human Affairs International,Incorporated 517197 <br /> Services Agreement 9 <br />