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4.13 Past Due Accounts. Past due accounts will be subject to the reimbursement of collection costs and the applicable state default interest rate. ARTICLE 5. TERM AND TERMINATION 5.1 Term. This Agreement shall commence as of the Effective Date and shall remain in effect for a three (3) year period ending January 31, 2024 (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for successive one-year periods (each such period, a "Renewal Term") unless either Party provides written notification of non -renewal to the other Party not less than sixty (60) days prior to the end of the then -current term. 5.2 Termination. (a) Termination for Convenience. This Agreement may be terminated by either Party for any reason, or no reason whatsoever, upon one hundred eighty (180) days' written notice of termination to the other Party. In the event Sponsor gives notice of termination of this Agreement in accordance with this Section 5.2(a) prior to the expiration of the Initial Term, the Parties agree as follows: (i) the Guarantee provided in Section 4.4 shall be void; and EDH will have no payment obligation with respect Section 4.4; (ii) during the 180 -day period following Sponsor's notice of termination, in lieu of payment of the Network Use Fee, Sponsor shall pay to EDH a fee equal to the greater of (A) thirty-five percent (35.0%) of the aggregate sum of all Claims arising during that period or (B) $4.00 per eligible employee of Sponsor per month (in either case, the "Early Termination Fees"); and (iii) Sponsor shall immediately pay EDH a fee equal to $24.00 per eligible employee of Sponsor (the "Breakup Fee"), provided that Sponsor shall not be obligated to pay the Breakup Fee if Sponsor provides notice of termination to EDH during the final twelve (12) months of the Initial. Term. The number of eligible employees to be used in calculating any such Early Termination Fees or Breakup Fee shall be the monthly weighted average of eligible employees of Sponsor according to the Sponsor -provided employee eligibility files of the month prior. to Sponsor's notice of termination. EDH will itemize and fully disclose the Early Termination Fees and Breakup Fee in monthly Invoices during the period following Sponsor's notice of termination. Notwithstanding anything herein to the contrary, Sponsor shall not be permitted to give notice of termination or terminate this Agreement pursuant to this Section 5.2(a) during the first twelve (12) months of the Initial Term. (b) Termination for Cause. Either Party may terminate this Agreement for cause upon written notice to the other Party specifying the nature of such cause for termination. For purposes of this Agreement, "cause" shall be construed to mean (i) a material misrepresentation made by one Party to the other Party relating to this Agreement; or (ii) a material breach of an obligation to be performed by either Party under this Agreement that is not cured within thirty (30) days of written notice of such breach or for which reasonable steps to cure are not undertaken and diligently and continuously pursued if such cure cannot reasonably be achieved during such thirty (30) day period. (c) Termination for Insolvency. This Agreement shall terminate, without notice: (i) upon the institution by or against.either Party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either Party's debts; (ii) upon either Party making an assignment for the benefit of creditors; or (iii) upon either Party's dissolution or ceasing to do business. 5.3 Effect of Termination. Termination of this Agreement for any reason shall not affect the obligation of any Party to pay any amount due or to perform any duty that arose prior to the effective date of such termination. Upon termination of this Agreement for any reason, each Party shall discontinue representing that it is affiliated with the other Party. 5.4 Continuity of Care. In the event of termination of this Agreement for any reason, EDH shall continue to satisfy all of its obligations under this Agreement relating to the medical procedure of any Participant which was scheduled or coordinated by EDH on or before the effective date of such termination but was not to be completed until after the effective date of such termination. The continuing obligations of EDH pursuant to the -8- 59