d.
in the event any action of any department, branch or bureau of the federal, state or iocal government is
initiated or taken ("Action") against a Party to this Agreement and such Action materially and adversely
affects that Party's performance of the obligations under this Agreement, the affected Party shall notify the
other Party of the nature of the Action and provide copies of pertinent documents supporting the reason(s)
for the Action. If a modification to the Agreement is needed as a result of the Action, the Parties shall meet
within 30 days of the notice by the affected Party to the other Party and shall, in good faith, attempt to
negotiate a modification to this Agreement that minimizes or eliminates the impact of the Action. If the
Parties are unable to minimize or eliminate the impact of the Action, then either Party may terminate this
Agreement by giving at least 90 days notice of termination. This Agreement may be terminated sconer if
agreed to by the Parties or required by the government entity initiating or taking the Action.
\
No modification or change in any provision of this Agreement, including but not limited to, changes at
renewal, shall be effective unless and until approved in writing by an authorized representative of Anthem
and evidenced by an amendment or new Schedule attached to this Agreement.
ARTICLE 19 - TERMINATION AND/OR SUSPENSION OF PERFORMANCE
Notwithstanding any other provision of this Article, this Agreement automatically terminates, without further
notice or action, if Employer fails to pay or fund any amount due under this Agreement within 7 days of the
date of Anthem's notice to the Employer of a delinquent amount owed. Such termination shall be effective
as of the last period for which full payment was made. In addition, this Agreement automatically terminates,
without further notice or action, at the end of each Agreement Period unless Anthem offers to renew this
Agreement and Employer accepts such offer of renewal pursuant to Article 6 of this Agreement. Upon
termination of this Agreement, Employer shall remain liable for all payments due to Anthem under the terms
of this Agreement. Notwithstanding the above, Anthem has the right to suspend performance of its
obligations under this Agreement if full payment is not made by the Invoice Due Date. Anthem shall have
no obligation to pay any Claims under the Agreement until all required payments have been paid in full.
If either Party fails to comply with any material duties and obligations under this Agreement other than
payment of amounts due under this Agreement, the other Party shall have the right to: (1) terminate this
Agreement by giving the non-compliant Party at least 60 days prior written notice of termination; or (2) upon
written notice to the other Party, suspend performance of its obligations under this Agreement. Employer
acknowledges and agrees that in the event it is the non-compliant Party, Anthem shail have no liability to
any Member. Either Party, at its option, may allow the non-compliant Party to cure a breach of this
Agreement and, upon acceptance in writing by that Party that a breach is cured, this Agreement may be
reinstated retroactive to the date of the breach or suspension of performance. Notwithstanding any other
provision of this Agreement, a Party may seek injunctive or other equitable relief from a court of competent
jurisdiction should there be any unauthorized use or disclosure of Proprietary Information or Confidential
information by the other Party.
If there shall occur any change in the condition (financial or otherwise) of Employer or an Employer Affiliate
that, in the reasonable opinion of Anthem, has a material adverse effect upon the validity, performance, or
enforceability of this Agreement, on the financial condition or business operation of Employer (or Employer
Affiliate), or on the ability of Employer to fulfill its obligations under this Agreement, then Anthem shall have
the right to require Employer to provide adequate assurance of future performance, which may include a
payment of a cash deposit, letter of credit, or other method of assurance acceptable to Anthem. Examples
of such a change could include, but would not be limited to the actual, or Anthem's reasonable anticipation
of: (1) any voluntary or involuntary case or proceedings under bankruptcy law with respect to Employer or
an Employer Affiliate; (2) any receivership, liquidation, dissolution, reorganization or other similar case or
proceeding with respect to Employer or an Employer Affiliate; (3) any appointment of a receiver, trustee,
custodian, assignee, conservator or similar entity or official for Employer or an Employer Affiliate; or (4) any
assignment for the benefit of creditors or sale of all or substantially all of Employer's assets or a key
Employer Affiliate's assets.
Enterprise Administrative Services Agreement — October 2012 Master Template 17
City of Nashua 06/17/2013
