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that Sedgwick or its agents, employees or attorneys shall continue to be entitled to
<br />inspect all such files and make copies or extracts there from. Imaged files shall be
<br />transferred to Client in the same electronic format. Client shall pay Sedgwick a
<br />one-time payment for transition of Qualified Claims as consideration for Sedgwick's
<br />associated costs, which costs may include, but are not limited to, carrier
<br />coordination, coordination with the new third party administrator, if any, necessary
<br />mailings and notifications, catalog and transfer of hard inventory, digital recording
<br />retrieval & transfer, advanced TTD payments, multiple loss runs, payment history
<br />for advanced TTD, claim hot list, banking reconciliation, validation of billings paid
<br />in field prior to transfer, field examiners validation and release of pending payments,
<br />client services & parameters group time (I32I3 interface shutoff, intake shutoff, CSI
<br />shutdown), as well as technology items such as preliminary and final data extract,
<br />image extract, bill review extract, MMSpA extract and hierarchy structure extract.
<br />If Client does not agree to accept such files, they will be retained or destroyed at
<br />Sedgwick's option and Client shall have no recourse against Sedgwick for failure to
<br />retain them.
<br />G. Should Client terminate the Agreement for convenience within the first twelve
<br />months of the Agreement, the Client shall pay Sedgwick fees equal to three months
<br />of the service fees. Should Client terminate for convenience within the second
<br />twelve months of the Agreement, the Client shall pay Sedgwick fees equal to two
<br />months of the service fees. Termination fees are payable within thirty (30) days of
<br />the date of notice of such termination.
<br />6. Professional Advice:
<br />Nothing in this Agreement is intended to require Sedgwick to engage in the practice of law,
<br />and services provided shall not be considered legal, tax or accounting advice, and Sedgwick
<br />shall in no event give, or be required to give, any legal opinion or provide any legal, tax or
<br />accounting representation to Client. Client acknowledges that Sedgwick has been engaged
<br />to provide certain professional services and that it is not the intent of the parties that
<br />Sedgwick assume any insurance risk. Sedgwick shall not act as an insurer for Client, and
<br />this Agreement shall not be construed as an insurance policy; it being understood that
<br />Sedgwick is in no event financially responsible for payment or satisfaction of Client's
<br />claims, lawsuits, or any form of cause of action against Client from Sedgwick funds.
<br />7. Indemnification:
<br />A. Sedgwick shall be fully responsible for exercising reasonable care at all times in the
<br />performance of its obligations hereunder. I Iowever, if Sedgwick is named as a party
<br />to any litigation or proceeding, or is the subject of any claim or demand because of
<br />its actions on behalf of Client, Client agrees to indemnify, defend, and hold
<br />Sedgwick, its officers, directors, employees and agents harmless from any and all
<br />losses, damages, costs, judgments and expenses (including attorneys fees and costs)
<br />with respect to any such litigation, proceeding, claim or demand, unless and until a
<br />finding is entered to the effect that Sedgwick failed to exercise such reasonable care
<br />in the performance of its obligations hereunder. Sedgwick agrees to indemnify, hold
<br />harmless and defend Client, its directors, officers, employees and agents from and
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