Agenda - 06-08-2004-5l - Laserfiche WebLink

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(15%) relative to the last reported Employee Count, Sponsor shall notify Magellan of such change, and the basic fee(s) shalt be adjusted in the next billing cycle to reflect the correct Employee Count, Such adjustments will be retroactive to the time of the increase, up to a maximum period of twelve months.. At any time if Sponsor's Employee Count is less than ten (10) Employees in any billing cycle, Sponsor will be billed and pay for a minimum of ten (10) Employees. ARTICLE II TERM; TERMINATION 2.1 Term. The term of this Agreement shall be for two years, extending from the Effective Date, Thereafter, the Agreement shall be automatically renewed for successive one-year teems from the Contract Anniversary Date unless terminated as provided in Section 2.2(a) of this Agreement or either party gives the other written notice of nonrenewal not less than sixty (60) days prior to the expiration of the term of this Agreement or any renewal thereof, 2 2 Termination. (a) Either party may terminate this Agreement for cause, provided that, the complaining party shall provide at ]east thirty (30) days' written notice to the breaching party specifying the nature and, so far as then known, the extent of the breach and the action required to correct the breach.. The breaching party shall be afforded thirty (.30) days (or such additional time as the complaining party may determine, as confirmed in writing, to be reasonable) to cure the breach or, as determined by the complaining party, to achieve substantial cure if a complete cure cannot be reasonably effectuated within the designated period. If the breach remains uncured at the expiration of the designated period, this Agreement may be terminated by written notice given by the complaining party at any time while the breach remains uncured thereafter. (b) Notwithstanding Section 2.2(a), Magellan may terminate this Agreement due to Sponsor's failure to comply with its payment obligations under Section 1.2 if payment is not received by Magellan within sixty (60) days of Sponsor's receipt of invoice, and such termination shall be effective, unless previously cured, as of the date fifteen (15) days from the date of written notice provided by Magellan to Sponsor,. If Magellan receives such payment in satisfaction of delinquent Service Fees more than fifteen (15) days after the issuance of its notice of termination, Magellan may, in its sole discretion, either deny or accept Sponsor reinstatement. ARTICLE III GENERAL COVENANTS AND OBLIGATIONS 3.1 Confidentiality Proprietary Riahts• Records. (a) Confidentiality of Participants will be protected in accordance with applicable state and federal law. Ail client records will beheld in a confidential manner and will be the property of Magellan.. (b) Sponsor expressly acknowledges that Magellan has developed manuals, procedures, processes, publications, systems, management reports, knowledge, names, logos, trademazks, service marks and information related to the Services which are proprietary in nature and which constitute trade secrets or other intellectual property of Magellan (collectively, the "Proprietary Materials"). Sponsor agrees that the Proprietary Materials shall remain the sole property of Magellan and that Sponsor will refrain from interfering with and/or appropriating any of Magellan's proprietary rights therein. 3.2 Sponsor Cooperation. 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 Magellan, including the number of Employees covered under the Plan and such other information as may be necessary for performance of Services. Otagellan Behavioral Health, Inc, Growing Business Services Agreement Rev. 3/08/09