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Prime Health Services, Inc. <br /> County Master Services Agreement <br /> <br />3 | P a g e <br />Copyright © 2014 – Prime Health Services, Inc. <br />County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 <br />representations, warranties, covenants or guarantees under this Agreement or in any exhibit, <br />attachment, or other instrument furnished under this Agreement. Nothing in this Agreement is <br />intended to waive any immunities that SHERIFF may have under state or federal law. <br /> <br />4.2 Legal Defense. PHS shall not be responsible for the defense of any legal action <br />arising out of any claim for payment. PHS agrees to cooperate with SHERIFF by furnishing <br />such evidence as it has available connected to the defense of any such action. SHERIFF and <br />PHS shall notify each other promptly in writing of any changes in their respective ownership and <br />of any legal, administrative, or governmental actions initiated against them, or any other problem <br />or occurrence which could materially affect their ability to perform their duties and obligations <br />under this Agreement. <br /> <br />4.3 Resolution Period. If a non-disputing Party is unable to resolve a dispute to the <br />satisfaction of the disputing Party within a reasonable timeframe after the non-disputing Party’s <br />receipt of the dispute and corresponding documents, the disputing Party must send written <br />notification to the other Party along with a proposed solution prior to taking legal action. <br />Thereafter, the Parties will first attempt in good faith to promptly and informally resolve the <br />dispute by negotiation at an agreed upon time and location. During such negotiation, the Parties <br />must engage in detailed communications and make diligent attempts to reach an amicable <br />resolution. If the Parties are unable to reach a resolution within a reasonable timeframe, then <br />the venue for any further action or legal proceeding shall be in Tennessee. <br /> <br />5.0 TERM AND TERMINATION <br /> <br />5.1 Term. The term of this Agreement shall commence on the Effective Date and <br />shall continue in effect for three (3) years. Thereafter, this Agreement shall renew automatically <br />for successive one (1) year terms ending on the initial anniversary date each year, unless either <br />Party gives the other Party written notice of termination pursuant to Section 5.2 or Section 5.3 <br />below. <br /> <br />5.2 Termination With Cause. This Agreement may be terminated by either Party by <br />giving thirty (30) days written notice to the other Party of a material breach of this Agreement. <br />The breaching Party will have the right to cure such breach within the thirty (30) day notice period. <br />If the Party to whom notice was served fails to cure the breach within the 30 day notice period, <br />then that Party will be in material default, and this Agreement will terminate at the end of the 30 <br />day notice period. <br /> <br />5.3 Termination Without Cause. Either Party may terminate this Agreement at any time <br />without cause by giving written notice to the other Party at least ninety (90) days prior to the <br />effective date of termination, without the need for prior consent of or notice to any Covered Person, <br />Participating Provider, or other third party. <br /> <br />5.4 Procedure Upon Termination. If this Agreement is terminated by either Party for <br />any reason, all rights and obligations hereunder shall cease, with the exception of: (i) those <br />provided in this Section 5; (ii) those arising out of any indemnification provision set forth herein; <br />and, (iii) those that have accrued as a result of this Agreement. <br />DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49