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The Early Termination Fee shall be determined based on enrollment data calculated at an average <br />enrollment head count for the 3 months prior to the termination date of the Agreement. <br />(d) Events Triggering Immediate Termination. In the event of willful misconduct or <br />gross negligence by a party to this Agreement, the other party may terminate this <br />Agreement immediately upon written notice. In addition, HMA shall have the right, in <br />its sole and absolute discretion, to terminate this Agreement immediately if: <br />(i) <br />After written notice to cure, the Plan Sponsor fails to cure a material breach of <br />any provision of this Agreement within ten days of the date of the notice to cure. <br />A material breach includes, but is not limited to, failure to pay fees or charges <br />owing HMA, failure to fund benefit payments in a timely manner, or failure to <br />fund the Designated Account as specified in Section 5 above. The notice to cure <br />shall describe the nature of the breach with reasonable particularity; or <br />(ii) The Plan Sponsor becomes insolvent, is adjudicated bankrupt, voluntarily files <br />or permits the filing of a petition in bankruptcy, makes an assignment for the <br />benefit of creditors, or seeks any similar relief under any bankruptcy laws or <br />related statutes. <br />(e) Termination of Plan. If the Plan is terminated, for whatever reason, this Agreement <br />shall automatically terminate as of the effective date of such termination except as set <br />forth in 7(c) if run -out processing is elected. <br />The provisions of the Administrative Services Agreement Section 18 are amended to include the <br />provisions below. <br />(s) Confidential Information. Neither party shall disclose confidential information to any <br />other entity without the prior written consent of the party that holds the right, title and <br />interest in the information. Confidential information means all confidential and <br />proprietary information that includes information not generally known to the public, is <br />maintained by the party that holds the right, title, and interest in the information as <br />confidential, and may contain information which has commercial value or other business <br />utility. All HMA confidential information must be transmitted by or attached to an email <br />to theCity containing the words, "This email contains Confidential Information subject to <br />a Confidentiality Agreement." Any HMA confidential information not so transmitted or <br />attached is not confidential information for the purposes of this section. <br />Regardless of the foregoing, this contract and all invoices, pricing, and documents stating <br />what the City pays the HMA are never confidential, regardless of whether or not it is <br />marked confidential by HMA. If confidential information is inputted into a Citysystem, such <br />as Cayenta, POs, or the City's Contract Management System, the information loses its <br />confidential designation and is no longer confidential information for the purposes of this <br />section. <br />Nothing in this section shall prohibit the disclosure of any confidential information <br />required by law, but in the event of any such disclosure, the disclosing party shall within <br />a reasonable time notify theother party in writing, describing the circumstances of and <br />extent of the disclosure. <br />3 of 3 <br />020188 2013 ASA Amendment <br />