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DocuSign Envelope ID:21 Al CAD2-5244-4120-A10E-1 B2098CB10F4 <br /> 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) 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 />