HEALTH DIALOG SERVICES CORPORATION

Home Browse Search

Execution Version SECTION 14. TERMINATION This Agreement may be terminated at any time under any of the following circumstances. 14.1. Mutual Agreement. Health Dialog and Client may agree in writing to terminate the Agreement, in which case termination shall be effective on the termination date set forth in such agreement. 14.2. Material Breach. In the event of a material breach of the Agreement by either Party, the non - breaching Party may terminate the Agreement by giving written notice to the other Party of the material breach and allowing the breaching Party thirty (30) days to cure the material breach, in which case termination shall be effective at the end of the period allowed for cure unless the breaching Party has effected a cure during such period and provided reasonable assurance satisfactory to the non -breaching Party that it will be able to perform in the future. Notwithstanding the foregoing, if the material breach is a failure by Client to pay when due any amount owed to Health Dialog under the Agreement, Health Dialog may terminate the Agreement by giving written notice of such breach to Client and allowing Client fifteen (15) days to cure, in which case termination shall be effective at the end of the period allowed for cure unless Client has cured the breach during such period. 14.3. Other Grounds for Termination. 14.3.1. This Agreement will immediately terminate upon written notice by either Party to the other in the event that any court or governmental agency has made a final determination (after the expiration of any applicable appeal period) that this Agreement as a whole violates any law or regulation and such violation cannot reasonably be cured. 14.3.2. This Agreement will immediately terminate upon written notice by either Party to the other in the event the other Party loses or fails to maintain any license or other authorization, qualification, accreditation or certification and such loss or failure has a material adverse effect on its ability to perform its obligations under this Agreement. 14.3.3. In the event there is a change in federal or state statutes or regulations or the interpretation thereof by judicial authority or by a governmental agency authorized to enforce any such statute or regulation, such that the performance by either Party of its obligations under this Agreement would then be deemed to violate then applicable law, the Parties agree to take no action deemed to be in violation of law and to enter into good faith negotiations, for such period as the Parties may agree, but for no greater than ninety (90) days, to renegotiate the terms of this Agreement in good faith to restructure their relationship to comply with applicable law and to fulfill, to the maximum extent possible, the legitimate expectations of the Parties as of the Effective Date. If any such restructuring is not agreed to after good faith negotiations within the renegotiation period, this Agreement will terminate at the end of the renegotiation period, or sooner upon agreement of the Parties. 14.3.4. This Agreement will immediately terminate upon written notice by either Party to the other if the other Party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy or insolvency. 14.3.5. The Client reserves the right to reduce the amount of CARES Act Funds to Health Dialog, or to completely terminate this Agreement, in the Client's sole discretion, if there is a reduction in CARES Act Funds provided to the Client. 14.4. Effect of Termination. Except as otherwise provided in Section 5 and Section 11.2, within thirty (30) days of the termination of this Agreement for any reason, Health Dialog and Client agree to return to the other Party or destroy, as directed by the other Party, all embodiments, originals and copies of materials in its possession or control, whether in hardcopy, other tangible or electronic © 2020 Health Dialog - Confidential Page 10 Services Agreement