charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith, provided that it retains the right, at its own expense, to handle any action hereunder by employing its own counsel. 4. MISCELLANEOUS 4.1 CONFIDENTIALITY. SHPS and HPS each agree that all information communicated to it by the other will be held in strict confidence and will be used only for purposes of this Agreement, and that no such information will be disclosed by the recipient party, its agents or employees without the prior written consent of the other party. 4.2 BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding on the parties and their respective successors and assigns, but neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. 4.3 NOTICES. Wherever under this Agreement one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered in hand, or when mailed by overnight delivery or United States mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows: 3 4 In the case of SHPS: Sykes HealthPlan Services, Inc. 11405 Bluegrass Parkway Louisville, Kentucky 40299 Attention: David E. Garner, President In the case of HPS: HealthPlan Services Corporation 3501 Frontage Road Tampa, Florida 33607 Attention: Philip S. Dingle, Chief Counsel 4.4 COUNTERPARTS. This Agreement may be executed in several counterparts, all of which taken together shall constitute the single agreement between the parties. 4.5 HEADINGS. The section headings used in this Agreement are for reference and convenience only and shall not enter into the interpretation of this Agreement. 4.6 RELATIONSHIP OF PARTIES. SHPS shall be and remain an independent contractor with respect to the performance of