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ARTICLE V <br />DEFINITIONS <br />For the purposes of this Agreement, the following terms shall have the meanings specified or referred to below <br />5 I "Affiliate" means a legal entity related by common ownership, management or control. <br />5.2 "Agreement" means this Services Agreement, including the Fee Schedule and Conditions of Offer <br />attached as Addendum C and all other appendices, exhibits and schedules hereto, which aze hereby incorporated <br />herein by this reference. <br />5 .3 "CISD" or "Critical Incident Stress Debriefing" means response to and consultation in connection <br />with a sudden, unanticipated incident or circumstance that produces a high degree of distress in the affected <br />workplace of Sponsor or an immediate or delayed emotional reaction by Participants, including Employees, that <br />surpasses normal coping mechanisms. <br />5.4 "COBRA Continuee" means any natwal person eligible to receive benefits under EAP by virtue of <br />electing to continue group health benefits under the Consolidation Omnibus Budget Reconciliation Act or 1985 <br />(COBRA). <br />5.5 "Contract Anniversary Date" shall mean the date that is two years after the Effective Date and each <br />subsequent anniversary of such date. <br />5.6 "Contract Year" shall mean the contract period, commencing with the Effective Date or a Contract <br />Anniversazy Date, as applicable, and ending twelve months later <br />57 "Dependent" means any natwal person residing with an Employee on anon-commercial basis. <br />5.8 "EAP Clinician" means an employee of Magellan or of an Affiliate of Magellan who is a clinical <br />professional licensed or certified under applicable state law to provide treatment in the areas of mental health and <br />substance abuse. <br />5.9 "Effective Date" shall mean that date first set fbrth at the beginning of this Agreement, which shall <br />be no sooner than thirty (30) days following notice to Magellan of Sponsor's intent to enter this Agreement. <br />5.10 "Employee" means any natwal person eligible to receive Services by virtue of being a current <br />employee or COBRA Continuee of Sponsor, <br />5,11 "Employee Assistance Proeram Services" or "EAP Services" means those Services described in <br />Section 1,1(a) to this Agreement. <br />5.12 "Emnlo~e Count" shall mean the number of Sponsor's Employees. <br />5,1.3 "FRIBA" means the Employee Retirement Income Secwity Act of 1974, as amended, <br />514 "Fee Schedule" means that schedule of fees and charges attached to this Agreement as Addendum <br />C and describing the fees and charges payable to Magellan by Sponsor pursuant to this Agreement. <br />5.15 "I~al Regpirement" means any law, statute, ordinance, decree, requirement, order, treaty, <br />proclamation, convention, rule or regulation (or any amendment or adminisvative or,judicial interpretation of any of <br />the foregoing) of any federal, state or local governmental authority of competent jwisdiction <br />ASagellan Behavioral Health, Inc, <br />Growing Business Services Agreement <br />Rev. 3/08/04 <br />