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3. Discontinuance of Operations: <br />Should Client discontinue its business for any reason, all fees due Sedgwick shall be paid <br />immediately. Sedgwick shall have no further obligation to continue to provide the services <br />called for in this Agreement, and, at Sedgwick' option, this Agreement shall be considered <br />terminated as of the date Client ceases operations or is subject to a bankruptcy or <br />receivership filing, either voluntarily or involuntarily. <br />4. Covered Jurisdictions: <br />This Agreement shall cover all operations of Client in the state(s) of Ohio. <br />5. Term of Agreement and Termination: <br />A. The term of this Agreement shall be for the period commencing January 1, 2021 and <br />ending on December 31, 2023. <br />B. This Agreement may be terminated by either party at any time, provided that at least <br />sixty (60) days prior written notice of the effective date of termination is given to <br />the other party. <br />C. Sedgwick is providing services to Client on a life of contract basis. If requested by <br />Client, Sedgwick will continue to process Client's Qualified Claims remaining open <br />at the expiration or termination of this Agreement, if any, provided that Client shall <br />continue to make adequate funds available for the payment of such Qualified <br />Claims, including any allocated loss adjustment expenses and pay information <br />technology fees, fees for encrypted data files, program management fees, and any <br />other applicable fees. This provision shall not apply unless the additional fee for <br />this service shall have been negotiated and agreed to in writing prior to the effective <br />date of termination. <br />D. If Sedgwick is required by Insurer to adjust Client's insured Qualified Claims after <br />expiration or termination of this Agreement, Client shall continue to fund claims <br />payments and allocated loss adjustment expenses as otherwise provided herein, and <br />Client shall pay Sedgwick a mutually agreed upon fee, plus the prevailing fee for <br />any information technology or encrypted data files required by Insurer. <br />E. If Insurer fails to pay Sedgwick service fees which it is obligated to pay, then <br />Sedgwick may present all unpaid invoices to Client and Client shall pay such service <br />fees within thirty (30) days of presentment. If Insurer is responsible for funding the <br />Claim Account and fails to adequately do so, then Client shall immediately and <br />adequately fund the Claim Account upon notice from Sedgwick of the deficiency. <br />F. Upon expiration or termination of this Agreement, Sedgwick shall deliver, at <br />Client's sole cost, the hard copy and imaged files that Sedgwick has maintained for <br />Qualified Claims (but not including any computer hardware, firmware, software or <br />other proprietary information of Sedgwick), except those Sedgwick has agreed in <br />writing to continue to process or files that are owned by Insurer; provided, however, <br />C/20912 <br />