2016-614-E HR - Magellan Healthcare, Inc. - EAP services to OC Employees

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DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Sponsor upon written notice to Magellan of such limitation or change in Sponsor's legal authority. 4.3 Effect of Termination. 4.3.1 Continuity of Care. Sponsor and Magellan shall cooperate to avoid any interruption in the continuity of care to Participants. 4.3.2 Reports. Provided Sponsor has paid Magellan all undisputed Service Fees due under this Agreement, Magellan shall release to Sponsor all final aggregate utilization reports on the next scheduled report date. 4.3.3 Use of Materials. Sponsor's right to use Magellan proprietary materials furnished during the term of this Agreement, including without limitation, manuals, videotapes, DVDs, employee print communications, and Web site, shall cease upon the effective date of termination. Upon Magellan's request,Sponsor shall return or destroy any such proprietary materials. 4.3.4 Return of Service Fees. Magellan shall,within thirty(30) days of termination,return to Sponsor the pro rata portion,if any, of the Service Fees paid to Magellan which corresponds to any unexpired period for which payment has been received,less any undisputed amount then due Magellan. 5. OBLIGATIONS OF SPONSOR 5.1 Sponsor Cooperation. Sponsor agrees to cooperate with Magellan by furnishing accurate information necessary for the delivery of Services hereunder on a timely basis in a form and manner reasonably specified by Magellan. 5.2 Notice of Employee Count. If at any time the actual Employee Count varies from the previously reported Employee Count by fifteen percent(15%) or more,Sponsor shall provide prompt notice to Magellan of such variation, the effective date of the change, and the revised Employee Count. Sponsor shall bear the risks associated with an inaccurate Employee Count reported to Magellan, whether such report was made by Sponsor or by a third party on behalf of Sponsor. 6. INSURANCE AND INDEMNIFICATION 6.1 Insurance. Without limiting the scope or extent of the protection afforded Sponsor for the liabilities assumed by Magellan under this Agreement, Magellan agrees to maintain during the term of this Agreement the following coverages: (a) commercial general liability insurance with limits of liability of no less than $1,000,000 per occurrence and $3,000,000 aggregate, and (b) managed care errors and omissions insurance with limits of liability of no less than $5,000,000 per claim and aggregate. 6.2 Indemnification. To the extent provided by North Carolina law,each party(the"Indemnifying Party") agrees to defend and indemnify the other party, its affiliates and their respective officers, directors and employees (the "Indemnified Party") from any third-party claims, losses, damages, liabilities, or expenses (including court costs and reasonable attorneys' fees) arising out of or resulting from the breach of this Agreement by the Indemnifying Party or its officers,directors, employees, or agents,but only if the Indemnified Party has not,by act or failure to act,materially jeopardized the position of the Indemnifying Party with respect to the resolution or defense of the claim. Third party claims include those asserted by regulatory agencies against the Indemnified Party for which Indemnification by the Indemnifying Party would be available under this Agreement. The Indemnified Party must promptly notify the Indemnifying Party upon receipt of notice of any claim or lawsuit and must permit the Indemnifying Party's authorized attorneys and personnel to handle and control the defense of any such claim or lawsuit. The Indemnified Party agrees to fully cooperate and aid in such defense at its own cost. An Indemnifying Party may not,without the prior written 2016MM 4