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© Peak One Administration 2016 11 <br />5.7 Termination of Agreement <br />(a)Either party may terminate all, or part of this Agreement, for any reason subject to at least thirty <br />(30)days prior written notice. This Agreement, however, will automatically terminate on the earliest <br />of the following dates: <br />i.The date that all Benefit Plans for which related services are provided under this Agreement <br />have been terminated, or if later, the date Client notifies PSP all Benefit Plans have been <br />terminated; <br />ii.The date that Client becomes insolvent, bankrupt, subject to liquidation or conservatorship <br />or receivership; or <br />iii.The effective date of the termination of the Business Associate Agreement between the <br />parties. <br />(b)PSP at its option may terminate this Agreement immediately upon written notice to Client effective <br />as of the last day of the last period for which Client paid PSP the applicable service charges in <br />accordance with the terms of this Agreement, if PSP determines that Client failed to make timely <br />payments pursuant to this Agreement. <br />Termination of this Agreement will not terminate the rights or obligations of either party arising out of a period prior <br />to such termination. <br />5.8 Dispute Resolution Procedure <br />(a)If either PSP or Client determines in good faith that a breach or dispute is sufficiently serious, the <br />parties agree to attempt to resolve the breach or dispute in good faith and take remedial action to <br />resolve it. If a dispute involving a material breach or violation of the terms of this Agreement is not <br />successfully resolved by good faith remedial action or affirmative steps to cure the problem within <br />thirty (30) days after the receipt of the written notice of the breach, the non-breaching party may <br />elect to terminate this Agreement pursuant to Section 5.7. <br />(b)Parties may also elect to follow an informal dispute resolution process by pursuing discussions <br />between designees and their management and other normal business channels. Either party will <br />have the right to seek immediate injunctive relief in the event of a violation of the confidentiality <br />obligations or a breach of such party’s intellectual property rights by the other party. <br />5.9 Suspension of Services <br />PSP may, at its sole option upon written notice to Client, suspend its performance under this Agreement if Client does <br />not timely and fully: (a) fund the claims for benefits processed by PSP; or (b) pay the fees and other charges due PSP <br />pursuant to this Agreement, including for example overdraft fees and costs of collection. The fees payable to PSP <br />under this Agreement will continue to accrue during the suspension period. <br />5.10 Interpretations <br />The parties acknowledge and agree that both the rule of construction, to the effect that any ambiguities are resolved <br />against the drafting party, and the terms and provisions of this Agreement, will be construed fairly as to all parties to <br />this Agreement and not in favor of or against a party, regardless of which party was generally responsible for the <br />preparation of this Agreement. <br />5.11 Compliance; Non-Waiver <br />Failure by Client or PSP to insist upon strict performance of any provision of this Agreement will not modify such <br />provision, render it unenforceable, or waive any subsequent breach. No waiver or modification of any of the terms or <br />provisions of this Agreement will be valid unless in each instance the waiver or modification is accomplished pursuant <br />to a written amendment signed by the authorized representatives of PSP and Client.