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A. If the Employer fails to pay when due any amount required to be paid to the Claim Administrator <br /> • hereunder, and such default is not cured within ten (10) days of written notice to the Employer, <br /> the Claim Administrator may,at its option,terminate this Agreement as of the effective date speci- <br /> fied in such notice. <br /> B. If either the Employer or the Claim Administrator fails to perform any obligation or covenant pro- <br /> vided hereunder,otherthan those specified in Section XII.A.above,and such default is not cured <br /> within thirty(30)days of written notice to the defaulting party,then the party providing such notice <br /> may, at its option, terminate this Agreement as of the effective date specified in such notice. <br /> C. All rights and remedies given to the Employer or the Claim Administrator under this Agreement <br /> shall be distinct, separate and cumulative, and the use of one or more thereof shall not exclude <br /> or waive any other right or remedy allowed at law or in equity, unless specifically waived in this <br /> Agreement. Further, no waiver of any breach or default of either party hereunder shall be implied <br /> from any omission by the other party to take any action on account of any similar or different <br /> breach or default. Nor shall the Claim Administrator's failure to provide the Employer with timely <br /> notice of any amount due hereunder be considered a waiver of payment of any amount which <br /> may otherwise be due hereunder from the Employer. <br /> D. If the Employer fails to make any payment required by this Agreement when due,the Claim Ad- <br /> ministrator,at its option,may charge interest on such late payment or payments from the due date <br /> at an annual rate of twelve (12%) percent. <br /> In addition, if the Employer becomes insolvent, however evidenced, or is in default of its obliga- <br /> tion to make any Transfer Payment as provided hereunder,or if any other default hereunder has <br /> occurred and is continuing, then any indebtedness of the Claim Administrator to the Employer <br /> (including any and all contractual obligations of the Claim Administrator to the Employer) may <br /> � be offset and/or recouped and applied toward the payment of the Employer's obligations hereun- <br /> der, whether or not such obligations, or any part thereof, shall then be due the Employer. <br /> E. Ifthe ClaimAdministratorterminatesthisAgreementforfailure ofthe Employerto make payment <br /> or payments due the Claim Administrator and/or for failure to perform any other obligation, duty <br /> or act required by this Agreement, the Employer agrees to notify all Covered Employees. The <br /> Employer and the Claim Administrator agree that the Employer will give such notice because the <br /> Employer maintains direct and ongoing communication with, and maintains current addresses <br /> for all such Covered Employees. The Employer will indemnify and hold the Claim Administrator <br /> harmless from any and all claims, cost and expenses, including but not limited to, reasonable <br /> attorney's fees in connection with such default,arising from the Claim Administrator'stermination <br /> of this Agreement or denial of Claims pursuant to this Agreement. <br /> F. Notwithstanding any provision to the contrary, if the Employer has failed to pay when due any <br /> amount owed the Claim Administrator, the Claim Administrator shall be under no obligation to <br /> make any further Claim Payments until such default is cured. <br /> XIII. TERM AND TERMINATION OF AGREEMENT <br /> A. This Agreement shall continue in full force and effect for one(1)year from the Effective Date,and <br /> from year to year thereafter, but may be cancelled at the end of any month after the first year by <br /> either the Employer or the Claim Administrator upon ninety (90) days prior written notice to the <br /> other party. In the event of such termination, the Employer agrees to notify all Covered Em- <br /> ployees in accordance with the provisions of Section XII. paragraph E. above. <br /> B. The Employer hereby acknowledges that on the date of termination of this Agreement in accor- <br /> � dance with the provisions of either Section XII. or Section XIII. of this Agreement,there may be <br /> an undetermined but substantial numberof Claimsforservices rendered orfurnished priortothat <br /> date which have not been submitted to the Claim Administrator for reimbursement and also an <br /> - 7 - <br />