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2. ICS will be responsible for any fines or penalties associated with questionable or <br />converted claims that ICS denies without first consulting and obtaining approval <br />by the CLIENT for denial of the claim(s). ICS will not be responsible for any <br />fines or penalties levied by the Division of Workers' Compensation or any other <br />judicial or quasi-judicial organization for improper denial of a claim(s) if, over the <br />objections of ICS, ICS has denied said claim(s) at the direction of the CLIENT. <br />3. The CLIENT shall be responsible for all penalties where ICS has not been given <br />sufficient notice such that ICS has had at least seven (7) working days in which to <br />investigate the claim and to pay temporary disability or send the required wage <br />continuation notice before the penalties were assessed. ICS shall be responsible <br />for all penalties in which it has had seven (7) or more working days in which to <br />investigate and pay temporary disability or send a wage continuation notice. For <br />the purposes of this section "working day" means all days except Saturdays, <br />Sundays, and commonly observed holidays. <br />4. The services as described in this Agreement shall be performed in all material <br />respects in accordance with applicable laws, rules, regulations and standards of <br />governmental authorities including, in particular, applicable Workers' <br />Compensation Laws of the State of California. <br />5. This Agreement shall be construed in accordance with, and governed by, the <br />internal laws of the State of California and the venue for any disputes is the <br />county of Alameda as requested by the CLIENT. <br />