Agenda - 06-05-2001-8l - Laserfiche WebLink

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event of such breach or any threat of breach the other party shall be entitled, in addition to any other remedies to which such other party maybe entitled at law or in equity, to an immediate injunction and restraining order to prevent such breach and/or threatened breach without having to provide a bond or other security or prove damages. (e) Except for Information returned to Sponsor in accordance with Section 2.3(b) and Clinical Records delivered to a third party p~1~~*+t to the terms of this Agreement or as required by law, Magellan shall retain all books and records relating to Services performed hereunder by Magellan (and other books and records as may be required by law) for a period of seven (7) years from the date of the relevant treatment or filing of claim, as applicable, or such longer period as may be required by law. Upon reasonable request, for purposes related to the administration of the Plan and to the extent permitted by law or regulatioq Magellan shall make such records available to Sponsor during regulaz business hours at the principal administrative offices of Magellan for examination, auditing or copying. Magellan shall maintain all such books and records in accordance with prudent standazds of record keeping. 3.2 Sponsor Cooperation. Sponsor acknowledges that the effective performance of the Services by Magellan hereunder requires that Sponsor cooperate with Magellan in its efforts. Sponsor agrees to cooperate with Magellan in Magellan's performance of the Services by furnishing, among other things, timely reports and information in a form and manner specified by Magellaq including, without limitation, the number of Participants covered under the Plaq the kinds of benefits to which such Participants aze entitled, and such other information as may be necessary for performance of Services, including without limitation the processing of benefit payments. Sponsor shall provide Magellan continuing access to all books and records necessary for Magellan to fulfill its duties hereunder to Sponsor and Participants. Magellan shall not be responsible for any delay in the performance of its duties under this Agreement to the extent that such delay arises from the failure of Sponsor m provide W Magellan any such information on a timely basis. 3.3 Employee Count Prior to or on the Effective Date, Sponsor shall .furnish Magellan a listing of Sponsor's eligible employees ("Employee Count"). (a) Employee Count Changes. If at any time during the Term the number of Employees increases or decreases more than fifteen percent (15%) relative to the Employee Count, Sponsor shall notify Magellan of such change, and the necessary financial adjustment shall be made in the next billing cycle W reflect the correct Employee Count If Sponsor's Employee Count decreases to less than twenty-five) employees in any billing cycle, Sponsor will be billed for a minimum of twenty five (25) employees. Sponsor shall provide Magellan with an updated Employee Count at the time,of'renewal. Sponsor's rates will be~ determined by the Employee Count at the time of renewal. If the Employee Count changes, moving Sponsor into a different rate tier, implementation of a tier rate change shall occur at the next semi-annual billing. Upon ten (LO) days' written notice from Magellan to Sponsor, Magellan shall have the right to engage an independent party to audit the operations of Sponsor at any time during Sponsor's normal business hours for the sole purpose of verifying the accuracy of the Employee Count 3.4 Provision of Services. (a) Generally. Magellan, in its sole discretion, shall provide the Services hereunder either from its employees or the employees of an Affiliate of Magellan, or by retaining, directly or indirectly through an Affiliate of Magellan, independent contractors to provide the Services. (b) Professional Services. Except as otherwise provided in this Agreement, Magellan shall provide, in its sole discretion and to the extent permitted by law, all professional services required by this Agreement through Care Managers, Staff Clinicians or Participating Providers. - Magellan Behaviptal Health R58M Services Agteement 01/03/01 S