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The above noted TPA compensation will be the only compensation for services. Attachment D lists <br /> acceptable Allocated Claims Expenses. <br /> IRC agrees to pay compensation to the TPA in quarterly installments. <br /> ARTICLE 4 —GENERAL CONDITIONS <br /> 4.1 Claims and Organizations Included. In addition to IRC, and as agreed to by the Parties, <br /> services are to be provided for any affiliated or subsidiary board,authority,committee,independent <br /> agency or other organization(including newly constituted)provided that such affiliated or subsidiary <br /> board,authority,committee,independent agency or other organization is either a body politic created <br /> by IRC or one in which controlling interest or membership therein is vested in IRC. <br /> 4.2 No Other TPA Compensation For Services Related to Agreement. <br /> 4.2.1 TPA agrees that, except to the extent, if any, specifically authorized under this <br /> Agreement, neither TPA, nor any parent, subsidiary, or affiliate of TPA, shall accept any <br /> rebates,overrides,administrative fees,or any other compensation of any nature from anyone, <br /> including from any subcontractors used by TPA to provide such services, other than the <br /> compensation received by TPA from IRC related to the services provided by,or on behalf of, <br /> TPA under this Agreement. <br /> 4.2.2 In the event TPA,or any parent, subsidiary,or affiliate of TPA,does receive any such <br /> compensation related to the services provided by,or on behalf of,TPA under this Agreement <br /> from anyone other than IRC, TPA shall promptly disclose the receipt of any such <br /> compensation to IRC and shall refund any such amounts received to IRC within thirty(30) <br /> days of the receipt by TPA. <br /> 4.2.3 In the event TPA,or any parent, subsidiary,or affiliate of TPA,is entitled to any such <br /> compensation related to the services provided by,or on behalf of,TPA under this Agreement <br /> from anyone other than IRC, TPA shall promptly disclose the entitlement to any such <br /> compensation to IRC and shall promptly assign the entitlement to any such compensation to <br /> IRC. <br /> 4.3 Notice of Change in Compensation. TPA may not effect any increase of rates or other <br /> consideration applicable to this Agreement prior to: <br /> 4.3.1 At least one hundred and twenty (120) days after receipt by IRC of valid written <br /> notice from TPA, stating specifically the amount of change proposed. Mere notice that a <br /> change in rates or consideration is proposed, without stating clearly the exact <br /> amount, and the effect of the proposed change on the overall consideration of this contract, <br /> shall not constitute a valid notice. The written notice of any change in rates or other change <br /> Page 2 <br />