AMERICAN SPECIALTY HEALTH PLANS GROUP SUBSCRIBER AGMT 1998

~ ~ 8. TERM OF AGREEMENT: AUTOMATIC RENEWAL 8.01 Term: Automatic Renewal. The term of this Agreement shall be one (1) year commencing on the date of execution of this Agreement, unless otherwise indicated on the Cover Sheet. This Agreement shall automatically renew for a one (i) year term on each anniversary of the date of commencement of this Agreement, or as indicated on the Cover Sheet, unless terminated as provided herein. 9. TERMINATION OF GROUP COVERAGE. 9.01 Termination by Group. Group may terminate this Agreement by giving ASHP thirty (30) days prior written notice of termination. Group shall continue to be liable for Health Plan Premiums for all Members enrolled in this Health Plan through Group until this Agreement terminates. 9.02 Termination by ASHP. 9.02.01 For Nonpayment of Health Plan Premiums. ASHP may terminate this Agreement in the event Group or its designee fails to remit Health Plan Premiums to ASHP by the required date by giving Group written notice of termination of this Agreement. Such notice shall specify that payment of all unpaid Health Plan Premiums must be received by ASHP within fifteen (15) calendar days of the date of receipt of the notice and that if payment is not received within such fifteen (15) calendar day period, no further notice shall be given and coverage for all Members enrolled in this Health Plan shall terminate effective at the end of the month for which premiums have been actually received by ASHP. Reinstatement of this Agreement may occur only by submitting a new application for Enrollment for each Member in accordance with current eligibility and Enrollment requirements and execution of a new Group Subscriber Agreement. Group shall be liable for any unpaid Health Plan Premiums due for coverage prior to the effective date of Group Termination. 9.02.02 For Breach of Material Term. ASHP may terminate this Agreement if Group breaches any material term, covenant or condition of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach from ASHP. ASHP's written notice of breach shall make specific reference to Group's action causing such breach. If Group fails to cure its breach to ASHP's satisfaction within thirty (30) days of receiving notice of breach from ASHP, ASHP may terminate this Agreement at the end of the thirty (30) day notice period. 9.02.03 For Providine Misleadine or Fraudulent Information. ASHP may terminate this Agreement upon thirty (30) days written notice to Group if Group provides misleading or fraudulent information to ASHP in any Group questionnaires or Membership Enrollment Forms. 9.03 Termination of ASHP Agreement with Kaiser Permanente. If the Chiropractic Marketing and Administration Agreement between ASHP and Kaiser Foundation Health Plan, Inc. ("Kaiser Permanente") terminates, Kaiser Permanente will notify Group. This Agreement shall terminate on the same date that the Agreement between ASHP and Kaiser Permanente terminates, except that if Group gives Kaiser Permanente written notice within 30 days after Kaiser Permanente notifies Group of the termination of the Agreement between ASHP and Kaiser Permanente, this Agreement shall terminate the day before the next anniversary of the effective date listed on the Cover Sheet. 9.04 Proration of Health Plan Premiums. Any portion of the Health Plan Premium received by ASHP or payable to ASHP which corresponds to any unexpired full month for which payment is received or is payable, shall be prorated and returned by the owing party together with any other amounts due, less any offsets, within thirty (30) days of termination.