COM 0846.001 2010-2012 - Laserfiche WebLink

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C Careington another entity that provides dental discount program services at anytime following termination of this Agreement. (c) At no time shall Client contract with, or attempt to contract with, any third party to provide such third party any or all of the services or benefits provided in the Benefits Plan on a wholesale basis for resale by such third party on a retail basis to any consumer or on a wholesale basis to another marketer or provider of such services or benefits. (d) During the term of this Agreement, Careington shall not market or administer a similar discount dental benefits program through any of the following organizations: International City/County Management Association, the National League of Cities and the United States Conference of Mayors. (e) During the term of this Agreement, other than pursuant to this Agreement, Careington shall not directly or indirectly market or administer a discount dental benefits program for any county in the United States that is a member of Client. (f) The provisions of this Section 8 shall survive termination of this Agreement. 9. Independent Relationship. No provision of this Agreement is intended to create nor shall be deemed or construed to create any relationship between Client and the Member Counties, on one hand, and Careington, on the other hand, other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. The Parties hereto are not and shall not be deemed for any purpose to be agents, joint venturers or partners. Neither Party is authorized to act as agent for the other, to take any action or make any representation in the name of the other, or to represent that it has the power or authority to do so. Neither of the Parties to this Agreement nor any of their respective officers, directors, or employees shall hold themselves out as the employee, partner, officer, director or agent of the other Party and shall not be deemed or construed to be an employee, partner, officer, director or agent of the other Party. Neither Careington and the Member Counties nor Client is authorized to represent the other for any purpose whatsoever without the prior written agreement of that Party. 10. Subcontractors. Careington may not subcontract the Program or the Participating Provider network to any third party without the prior written consent of Client. 11. Term. (a) This Agreement shall be effective as of the day and year first written above and shall continue for a term of thirty-six (36) months (the "Term"). This Agreement shall automatically renew for one-year periods, unless sooner terminated pursuant to the terms stated below. (b) Client may terminate this Agreement upon thirty (30) days prior written notice if the size of the network of Participating Providers maintained by Careington and its Benefit Providers fall below 60,000 access points. Dental Discount Program Agreement Page 8