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AttaChme <br />SERVICES AGREEMENT <br />THIS SERVICES AGREEMENT (this "Agreement") is entered into as of this day of <br />(the "Effective Date") in Salt Lake City, Utah, by and between MAGELLAN BEHAVIORAL HEALTH, <br />INC., on behalf of itself and its Affiliates, ("Magellan") and <br />("Sponsor"). As used herein, unless otherwise indicated, capitalized terms shall have the meanings set forth in <br />Article V. <br />RECITALS <br />WHEREAS, Sponsor has established an employee health benefit plan (the "Plan") which offers, among <br />other benefits, certain employee assistance progxam services to designated eligible persons in accordance with the <br />terms of the Plan; and <br />WHEREAS, Sponsor has requested Magellan to provide certain administrative and/or employee assistance <br />program services in connection with the Plan, and Magellan agrees to provide such services in accordance with the <br />terms and conditions of this Agreement <br />NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and for <br />other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, <br />Magellan and Sponsor hereby agree as follows: <br />ARTICLE I <br />SERVICES; SERVICE FEES <br />1.1 Services. Magellan agrees hereby to provide the Services to Sponsor during the Term and <br />according to the terms and conditions of this Agreement <br />(a) For purposes of this Agreement, "Services" means only the Services selected by Sponsor <br />by designation directly below, as more fully described in the Addenda made applicable to this Agreement by such <br />designation, and the Basic Services (as defined.in Section 1. l(bl): <br />1. Employee Assistance Prograrn Services (Addendum A) <br />2. Insights Services (Phone-based EAP) (Addendum B) <br />(b) For purposes of this Agreement, "Basic Services" means the following Services: <br />(1) Account Mara ement Magellan will provide account management to Sponsor <br />for the purpose of coordinating the provision of Services under this Agreement <br />(2) Installation. Commencing on or prior to the Effective Date, Magellan shall, as <br />applicable, provide (i) advance hiring and training of new Magellan stag, (ii) communication to Participants, (iii) . <br />development and maintenance of relationships with referral resources and Participating Providers servicing the LL <br />Participants, and (iv) installation of additional telephone equipment and capacity at Magellan facilities. <br />Magellan Behavioral Health O1/03/OI <br />RSBM Services Agteement <br />