HEALTH DIALOG SERVICES CORPORATION

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not be the first day of a calendar month, or the termination date of this Work Order #1 not be the last day of a calendar month, the Monthly Fees for such initial or final month of services shall be pro -rated proportional to the number of days in such month for which services were available to W-1 Eligible Members from Health Dialog. GA Mailer Fees: Should Client opt for Health Dialog to send a GA Mailer to W-1 Eligible Members, Client will pay to Health Dialog a one-time design fee of $2,000.00, as well as the amount of $0.672 per GA Mailer ("GA Mailer Rate") sent to a W-1 Eligible Member household, as identified by the Client. Beginning one month after the NL Effective Date, and continuing for as long as the Health Dialog Services are delivered pursuant to this Work Order #1, Health Dialog will invoice Client on a monthly basis for the number of GA Mailers sent out in the previous month multiplied by the GA Mailer Rate ("Total GA Mailer Fees"). 4. RESERVED. Pricing Assumptions. The fees set forth above in this Section VII are based on the following assumptions: (i) Minimum population size of 350,000 W-1 Eligible Members; (ii) Estimated annual utilization rate of 1%, i.e., no more than 292 calls per month to the Support Phone Number (the Parties agree that additional calls beyond 292 in a given month will be charged a per call fee of $53.00 ("Per - Call Overage Fee")); (iii) Standard, consolidated reports; and (iv) Duration of the Initial Term is through December 31, 2020, with subsequent Renewal Terms subject to written agreement of the Parties. Any deviation in practice from the foregoing assumptions may result in additional fees to be negotiated by the Parties. The Parties agree that the Health Dialog Services will be suspended upon completion of 292 calls in the month of December 2020. Maximum Aggregate Fees. Within the 12-month period beginning on the Effective Date of this Work Order#1, Client shall pay no more than $300,300.00 ("Fee Cap") under this Work Order without mutual agreement of the Parties in writing. The Parties will cooperate in good faith to amend the Fee Cap as needed. Notwithstanding the foregoing, in the event that the total fees for Health Dialog Services reach the Fee Cap at any time during the Term of this Work Order, Health Dialog shall immediately give notice to Client of such event and has the right to stop providing any additional Health Dialog Services and reserves the right to turn off the Support Phone Number after providing 10-day advance written notice to the Client. Invoicing. At the beginning of each Service Month Health Dialog will submit a monthly invoice for the Monthly Fee due, including (a) the current Minimum Monthly Fee; (b) any applicable Total GA Mailer Fees; and (c) Per -Call Overage Fees based upon previous month's call utilization. Payments of undisputed amounts are due within thirty (30) days of receipt. The due date