R2011-04 AUTHORIZING AGREEMENT - Laserfiche WebLink

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E. The term "ERR Program Requirements" means the requirements of 45 C.F.R. Part 149, Subpart R, as subsequently updated, renumbered or recodified (45 C.F.R. §149.1 et seq.), together with any other regulations, sub regulatory guidance and policies promulgated from time to time to implement Section 1102 of the Patient Protection and Affordable Care Act. F. The term "Prescription Drug Rebates" means, unless otherwise precluded or specified by ERR Program Requirements, any Post-Point-of-Sale Negotiated Price Concession that consists of any manufacturer or pharmacy discounts, charge backs, rebates, and similar price concessions received by HCSC after the point of sale that are attributable to Reported Claims provided to Employer's Early Retirees, and shall be consistent with HHS guidance on the reporting of rebates and similar price concessions, and any subsequent amendments or additions to that guidance or other pertinent ERR Program Requirements. III. TERM AND TERMINATION A. Term. The term of this Agreement will commence on the Effective Date and will continue until terminated by either party. B. Termination of Aqreement. The Agreement may be terminated under any of the following circumstances: 1. Termination with Notice. Either party may terminate this Agreement in its entirety at any time upon ninety (90) days' prior written notice to the other party. 2. Termination for Material Breach. In the event that either party fails to cure a material breach of this Agreement within thirty (30) days of receipt of written notice to cure from the other (which notice will state the material breach with specificity and attach any then available documentation of the material breach), the non-defaulting party may terminate this Agreement immediately upon conclusion of such thirty (30) day period, or if the breach is one that cannot reasonably be corrected within thirty (30) days, and the non- defaulting party determines that the defaulting party is making substantial and diligent progress toward correction during such thirty (30) day period, this Agreement will remain in full force and effect. 3. Termination Based on Failure to Reach Aqreement Followinq Requlatorv Chanqe. Either party may terminate this Agreement effective sixty (60) days after either party provides written notice that it is unable to agree on any amendment required under Section XI.C. C. Transition Reauirements. If this Agreement is terminated by HCSC under Section 111.B.1. or by either party under Section 111.B.3., then the parties agree to take the following specific actions to minimize disruption: 1. Transition Plan. The parties will develop and implement a detailed plan for transitioning the services and both parties will cooperate fully to arrange for the transfer of services to Employer's designee. 2. Transition Period. HCSC will continue to provide services in accordance with this Agreement for a reasonable transition period. Unless the parties mutually agree otherwise, the transition period will not exceed twelve (12) months from the date of notice of termination. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement will apply during the transition period. -2-