10.06 2017 Wellness Program - Laserfiche WebLink

Home Browse Search

and top health risks identified. Progression from one health range to another will be provided without identifying individual health scores. Deliverable:Availability of incentive program to eligible participants,as they are on-boarded into the program. Projected Delivery Date:Onboarding and incentive program delivery January 3,2017. 6. Term,Termination,and Renewal 6.1 Initial Term.The initial term of this Agreement begins on the Effective Date and shall continue for a period of three(3) years thereafter("Initial Term"). 6.1. Renewal.Upon expiration of the Initial Term or any subsequent Renewal Term,this Agreement shall automatically renew for one additional twelve(12)month renewal term(each,a"Renewal Term"and together with the Initial Term, the"Term")unless either Party provides written notice of non-renewal at least thirty(30)days prior to the renewal date. 6.2. Termination.The Parties may terminate this Agreement and all Statements of Work hereunder prior to the expiration of the Term as follows: 6.2.1.Termination by Renovate.Without waiving its rights hereunder or at law,Benovate may terminate this Agreement upon written notice if:(i)Client fails to pay any amount due hereunder on its date due or is repeatedly delinquent in making payments; (ii)a receiver,trustee,liquidator or custodian is appointed for Client or its assets; (iii)Client commences a voluntary case or is the subject of an involuntary case or other proceeding seeking liquidation,reorganization or other relief with respect to itself or its debts under any bankruptcy,insolvency or other similar law;or(iv)Client materially breaches any agreement with a Vendor or another agreement for the benefit of Client. 6.2.2.Termination for Cause.Without waiving its rights hereunder or at law,either Party may terminate this Agreement by providing written notice thereof upon: (i)a material breach by the other Party that remains uncured after thirty(30)days'written notice,or(ii)a violation of applicable law by the other Party. 6.2.3.Termination for Convenience by Client.Client may terminate this Agreement for its convenience upon thirty (30)days'advance written notice;provided,any Statements of Work then in effect,and the Parties'respective obligations thereunder,shall continue until the expiration of each such Statement of Work or the earlier termination of such Statement of Work as provided under this Agreement. 6.2.4.Effect of Expiration or Termination.Upon expiration or termination of this Agreement by Client for a material breach by Benovate,Client shall pay all amounts then due under this Agreement to Benovate,without setoff.Upon termination of this Agreement by Benovate for a material breach by Client,Renovate may retain all pre-paid fees, Client shall pay Renovate all fees due at the time of termination,and notwithstanding any provision of this Agreement to the contrary,Client shall return to Benovate any materials provided to it by Benovate within ten(10) days written demand. 6.2.5.Data.Benovate may delete Client's Confidential Information or data at any time after the expiration or termination of the applicable Statement of Work under which such Confidential Information or data was obtained. 7. Additional Terms and Conditions 7.1. Renovate Platform License.("License")describes the terms and conditions upon which Benovate,Inc.("Benovate") will provide the Client access to use Benovate's web-based computer services,subject to the terms and conditions of the Health Services Agreement by and between Renovate and Client dated on or about the same date as this Agreement (the"HSA").All capitalized terms not defined herein shall have the meanings assigned in the HSA.In the event of a conflict between the terms of this Agreement and the HSA,this License shall prevail. 7.1.1.Subscriptions for Access to Renovate Engagement Platform.Subject to the terms and conditions hereof, Client agrees to purchase the number of subscriptions set forth in the HSA or a Statement of Work thereunder for its employees and their dependents(each,a"User")to access and use Benovate's web-based software application for employees(the"Benovate Engagement Platform").Each User must have a paid subscription to access and use the Benovate Engagement Platform and each User's access and use of the Renovate Engagement Platform shall be subject to the terms and conditions and privacy policy governing and appearing in the Benovate Engagement Platform,as the same may be changed from time to time by Benovate.During the term of this Agreement,Client may increase the number of Users from time to time by placing a purchase order with Renovate. Pricing for additional Users shall be in accordance with Benovate's pricing schedule then in effect.No terms in Client's purchase orders shall be binding on Benovate to the extent they add to,vary from or conflict with the terms and conditions of this License.