Healthcare Management Administrators (HMA) 2/20/2025

HMA TPA Agreement Page 12 4/22 (a)Renewal. Renewal of this Agreement shall be accomplished by attaching to this Agreement a revised Client Intent form or other such document that may be presented by HMA to Plan Sponsor that confirms Plan Sponsor’s intent to renew its services with HMA, which identifies the services to be performed and the associated fees to be paid, along with any other associated disclosure documents that may be presented as a Renewal offer by HMA (the “Renewal”) that is which shall include an updated Schedule of Commissions and Administrative Fees, signed by the parties to this Agreement and setting forth the term of such renewal (the “Renewal Term”). In the event a revised Renewal Client Intent From is not signed by the parties, but the parties continue to perform under this Agreement, then it shall be deemed to be renewed for successive one (1) year periods until terminated. HMA at its sole discretion may continue to provide services for a period of time under the last executed Renewal Client Intent or initial sale documents but shall be entitled to payment of all fees as outlined in the Renewal Client Intent upon execution without any proration or forgiveness due delay in execution. (b)Termination by Either Party. This Agreement may be terminated by either Plan Sponsor or by HMA by written notice of intention to terminate given to the other party, to be effective as of a certain date set forth in the written notice, which shall not be less than ninety (90) days from the date of such notice. Upon termination by either party, within thirty days after the date of termination, HMA shall prepare and deliver a complete and final accounting and report as of the date of termination of the financial status of the Plan to the Plan Sponsor, together with all books and records in its possession and control pertaining to the administration of the Plan. All claim files, enrollment materials and other papers necessary for claim payments under the Plan shall be available to the Plan Sponsor upon the date of termination of this Agreement. If requested, HMA will process run- out claims (claims incurred prior to the date of termination). The charge for run-out claim processing will equal 3 months of current administrative fees and the duration will be 12 months. HMA will provide a final accounting to Plan Sponsor on its order. In the event that HMA offers and Plan Sponsor accepts a multi-year fixed rate guarantee for a Renewal Term, as shown within the Schedule of Commissions and Administrative Fees included within the Client Intent form, Plan Sponsor will pay an Early Termination Fee if Plan Sponsor terminates this Agreement prior to the end of the applicable Renewal Term for which the rate guarantee applies, except that the Early Termination Fee will not be due if Plan Sponsor’s termination of the Agreement is for HMA’s breach of the Agreement or for HMA’s negligence or willful misconduct. The Early Termination Fee will be payable in addition to any run-out service fees or other costs owed by Plan Sponsor to HMA under this Agreement. The Early Termination Fee will be an amount equal to 25% of the “Claim Administrative Fees” shown in the applicable Schedule of Commissions and Administrative Fees that, absent termination of the Agreement, would have been otherwise due to HMA during the remainder of the applicable Renewal Term. The Early Termination Fee shall be determined based on enrollment data calculated at an average enrollment head count for the 3 months prior to the termination date of the Agreement. (c)Events Triggering Immediate Termination. In the event of willful misconduct or gross negligence by a party to this Agreement, the other party may terminate this Agreement immediately upon written notice. In addition, HMA shall have the