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1C <br /> • <br /> b . Existing Clients . Employer acknowledges that , <br /> at the time of termination of this Agreement , some clients may be <br /> engaged in counseling as set forth in Exhibit A , Scope of Services , <br /> and it may be unethical and/or illegal to terminate such counseling <br /> without providing ongoing treatment for such clients . Upon receipt <br /> of Notice of Termination ( if termination is by Employer) or upon its <br /> Notice of Termination ( if termination is by HAI ) , HAI will furnish <br /> Employer a listing of the number of existing cases which fall into <br /> this category, together with its certification that it has examined <br /> the nature of the counseling and that ongoing treatment is <br /> required . Employer shall allow HAI to continue to provide such <br /> services at the rate of fifty-five dollars and no cents ( $55 . 00 ) for <br /> each hour or session of counseling (whichever is less ) , or to make <br /> other clinically acceptable arrangements for continued services . <br /> 10 . Assignment.. HAI and Employer agree that neither may <br /> assign their rights hereunder without the prior written consent of <br /> the other , provided, however, that either party may make such an <br /> assignment to a subsidiary or parent entity , as long as such <br /> assignment does not result in a material change in the other party ' s <br /> rights and/or duties hereunder . <br /> 11 . Entire Agreement . This Acreement , including all <br /> exhibits hereto, contains all .of the terms and conditions of the <br /> agreement between HAI and Employer, and there are no representations <br /> or understandings between them except as are contained herein . This <br /> Agreement may only be chanc=^ by a writing signed by the party to be <br /> charged with such change -,2 Nroz ` w <br /> 12 . Governi aw. This r.g ment has been ente`ec into <br /> between the parties in the State of dLt�n and the laws of s <br /> rate c- <br /> /., - 6_ shall govern its interpretation and enforcement . <br /> 13 . Notices . All notices or demands in connection with <br /> this Agreement given to or made upon either party shall be in <br /> writing and sent to that -.party at the following address , as modified <br /> from time to time by written notice : <br /> HAT : <br /> T <br /> Human Affairs International , Incorporated <br /> 5501 South Fashion Ilvd . , Suite 255 <br /> Murray_ , Utah 54107 <br /> ATTN : Jill Winslow, Contracts Manager <br /> EMPLOYER: <br /> ATTN : <br /> 8 <br />