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2370 Kerner <br />mhn.com 99901 <br />M"M vSan Rafael, CA n".Boulevard <br />A Health Net Company' <br />IV. COMPENSATION OF MHN <br />4.1 Monthly Fee. Client shall pay to MHN a Monthly Fee equal to one hundred eighty dollars and zero cents <br />($180.00) per Month. The Monthly Fee shall be due and payable on or before the first day of each month during the <br />Term. Notwithstanding the provisions of 4.3 below, if there is an increase or decrease in the number of Covered <br />Persons, MHN shall be entitled to adjust the compensation payment on a monthly basis. In the event that Client fails <br />to forward any compensation payment by the due date, Client shall pay MHN a late payment penalty of one percent <br />(1%) per month on all monies outstanding in excess of thirty (30) days. If the Monthly Fee is not received by MHN <br />as set forth above, MHN may send a Written Notice of Termination effective on the last day of the month for which <br />full payments were received. The Client may automatically reinstate the Agreement by remitting, within fifteen (15) <br />days of the date of Written Notice of Termination, all outstanding invoiced Monthly Fees to MHN. <br />4.2 Travel Expenses. Travel Expenses (and professional fees billed by providers for travel time) incurred by <br />MHN on behalf of Client are not included in the Monthly Fee and shall be billed by MHN to Client as incurred. <br />Client shall reimburse MHN for said expenses within thirty (30) days of receipt of such billing. <br />4.3 Adjustments to Fees. The Fees shall remain in effect for the Term of this Agreement. Thereafter, MHN <br />may adjust the Fees upon thirty (30) days prior written notice to Client. If Client objects to any such adjustment in <br />the Fees and if MHN and Client are unable to reach an agreement with respect to such adjustment, this Agreement <br />shall be terminated upon five (5) days prior written notice by either party. <br />V. TERM AND TERMINATION <br />5.1 Term. This Agreement shall commence upon the 1st day of May,2017 (the "Effective Date"), and shall <br />continue in effect for a period of fourteen (14) months, through the 30th day of June, 2018. <br />5.2 Termination. Either party may terminate this Agreement with or without cause with a sixty (60) day <br />advance notice in writing to the other party; or either party may terminate this Agreement in writing if: <br />a) Either party materially breaches this Agreement, and such material breach continues for a period of <br />fifteen (15) days after written notice is given to the breaching party, specifying the nature of the breach and <br />requesting that it be cured. It however, the nature of breach is such that it cannot be cured within the fifteen (15) <br />day period, then if the breaching party commences such cure in good faith within ten (10) days after delivery of the <br />aforesaid notice and gives written notice to the non -breaching party of the action being taken to effect such cure, then <br />this Agreement shall not be canceled. In no event shall such breach continue more than thirty (30) days after receipt <br />of the aforesaid notice; or <br />b) Either party shall be adjudged bankrupt, become insolvent, have a receiver of its assets or property <br />appointed, make a general assignment for the benefit of creditors, or institute or cause to be instituted any procedure <br />for reorganization or rearrangement of its affairs. <br />VI. NOTICE TO COVERED PERSONS <br />Client shall inform all Covered Persons of any termination of this Agreement. MHN shall not have any obligation <br />for claims submitted for dates of service following termination of this Agreement. Any services authorized by MHN <br />but incurred after termination of this Agreement are the responsibility of the Covered Person. <br />VII. ACCESS TO BOORS AND RECORDS <br />Client agrees that MHN may have access to Client's books and records, on reasonable notice, and at reasonable <br />times, during normal business hours, Monday through Friday of each week, to verify the number of Covered Persons <br />reported by Client hereunder. This provision shall survive any termination of this Agreement. <br />Page 3 of 7 <br />REV: OS -16-17 EI <br />AM/AGR/2017.112/MANAGED HEALTH NETWORK <br />