R2007-236 AUTHORIZING AGREEMENT WITH BLUE CROSS BLUE SHIELD OF ILLINOIS

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_+ , � � �` SECTION 13: TERM AND TERMINATION OF AGREEMENT 13.1 Term. This Agreement will continue in full force and effect until December 31, 2008, or as mutually agreed upon by the I parties. i, 13.2 Termination. This Agreement may be terminated as follows: �I a. By either party at the end of any month after the end of the Fee Schedule Period specified in the most current Fee II Schedule of Exhibit 2 upon sixty(60)days prior written notice to the other party;or I b. By both parties on any date mutually agreed to in writing;or �• By either party,in the event of fraud,misrepresentation of a material fact or not complying with the terms of this �'I Agreement,upon written notice as provided under Section 21 below. i d. By the Claim Administrator,upon the Employer's failure to pay all amounts due under this Agreement including, i but not limited to,all amounts pursuant to and in accordance with the specifications of the most current Fee i, Schedule under Exhibit 2. I e. By Employer,should Claim Administratar fail to provide discounts in a manner represented to the Employer. I'I 13.3 Notice of termination to Covered Employees. If this Agreement is terminated pursuant to this Section 13, the Employer li agrees to notify all Covered Employees. The parties agree that the Employer will give such notice because the Employer I maintains direct and ongoing communication with,and maintains current addresses for,all such Covered Employees. 'I SECTION 14: RELATIONSHIP OF PARTIES 14.1 Regarding the parties. The Claim Administrator is an independent contractor with respect to the Employer. Neither party shall be construed,represented or held to be an agent,partner,associate,joint venture nor employee of the other. Further,nothing in this Agreement shall create or be construed to create the relationship of employer and employee between the Claim Administrator and the Employer;nor shall the Employer's agents,officers or employees be considered or construed to be considered employees of the Claim Administrator for any purpose whatsoever. 14.2 Regarding non parties. It is understood and agreed that nothing contained in this Agreement shall confer or be construed to confer any benefit on persons who are not parties to this Agreement including, but not limited to, employees of the Employer and their dependents. 14.3 Exc[usivity. The Employer agrees not to engage any other party to perform the same services that the Claim Administrator performs hereunder while this Agreement is in effect,unless the Employer gives notice of ternunation pursuant to the terms of this Agreement. 14.4 Assignment.Notwithstanding anything to the contrary in Section 3 above,no part of this Agreement,or any rights,duties or obligations described herein, shall be assigned or delegated without the priar express written consent of both parties. Any such attempted assignment shall be null and void. The Claim Administrator's standing contractual arrangements for the acquisition and use of facilities, services, supplies, equipment and personnel shall not constitute an assignment under this Agreement. SECTION 15: ERISA 151 In relation to the Plan. The Employer hereby acknowledges(i)that an employee welfare benefit plan must be established I and maintained through a separate plan document which may include the terms hereof or incorporate the terms hereof by 'I reference, and (ii) an employee welfare benefit plan document may provide for the allocation and delegation of I responsibilities thereunder.However,notwithstanding anything contained in the Plan or any other employee welfare benefit ' plan document of the Employer, the Employer agrees that no allocation or delegation of any fiduciary or non-fiduciary I responsibilities under the Plan or any other employee welfare benefit plan of the Employer is effective with respect to or I accepted by the Claim Administrator. -12- " �