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VII. Term and Termination A. Term. This Agreement is effective as of the Effective Date and shall continue for a period of twenty-four (24) consecutive months and for each twelve (12) consecutive month period thereafter until the termination of this Agreement pursuant to this Section VII of the Agreement. B. Termination. This Agreement and its Addenda may be terminated by either party at the end of a term upon written notice of the intention to terminate given to the other party at least sixty (60) days prior to the end of such term. This Agreement and its Addenda may be terminated by either party at any time upon written notice to the other party if such other party files a voluntary petition in bankruptcy, admits in writing to its inability to pay its debts, makes a general assignment for the benefit of creditors, is adjudicated as bankrupt or insolvent, or has an involuntary petition in bankruptcy or similar proceeding commenced against it. Each party agrees that it shall provide the other party with immediate written notice upon the occurrence of any of the events described herein. C. Automatic Termination. The Agreement and its Addenda shall automatically terminate upon: 1. The material breach of the terms of this Agreement by any party, including, but not limited to, the failure to make adequate funds available to MEDSURETY or its subcontractor to pay claims under the Plan (including claims paid via debit cards) to the Claims Account or to remit service fees due MEDSURETY, if such material breach is not corrected to the reasonable satisfaction of the non-breaching party within ten (10) days of receipt of written notice specifying the nature of the breach; 2. The enactment of any law, promulgation of any regulation or action of any State or Federal agency or authority which makes or declares illegal the continuance of this Agreement or the performance of any of the services of MEDSURETY hereunder. D. Post-Termination Obligations. Upon termination of this Agreement, MEDSURETY shall cease to act on behalf of Employer and Plan Administrator. Employer and Plan Administrator shall be responsible for the administration of the Plans, and the processing of benefit claims received on or after the effective date of termination. MEDSURETY reserves the right to notify Covered Individuals that MEDSURETY no longer acts on behalf of Employer and Plan Administrator following termination of the Agreement. Notwithstanding the foregoing, MEDSURETY may, as mutually agreed upon by Employer, Plan Administrator, and MEDSURETY, provide certain administrative services following the termination of this Agreement. Such services shall be provided pursuant to and solely in accordance with a written addendum to this Agreement signed by Employer, Plan Administrator, and MEDSURETY. E. Survival. Any provisions of this Agreement that by their terms impose obligations and responsibilities that extend beyond the term of this Agreement, including, but not limited to, Articles V, VI, and VII and Exhibit B, shall survive termination of this Agreement. VIII. Miscellaneous A. Agreement Amendment. This Agreement may be amended only by mutual agreement in writing executed by all parties, except that MEDSURETY may amend this Agreement to the extent necessary to comply with applicable federal, state, or local laws or regulations. Notwithstanding the foregoing, MEDSURETY may amend Exhibit A to this Agreement by providing to Employer a copy of the amended Exhibit A at least sixty (60) days before the end of a term, provided that if Employer provides written notice to MEDSURETY of its objection to such amendment at least MEDSURETY, LLC 10 Administration Agreement (Non-ERISA) Exhibit Business Associate Agreement