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9 <br /> hereunder will not be made available as a sanctuary of disciplinary <br /> immunity for employees of Employer. Employer agrees that HAI shall <br /> bear no responsibility with respect to Employer ' s discipline or <br /> termination cf its employees . <br /> 6 . HAI Proprietary Data and Materials . Employer agrees <br /> that all publications furnished by HAI pursuant to this Agreement <br /> shall remain HAI ' s sole property and that Employer will do nothing <br /> to interfere with and/or appropriate HAI ' s proprietary rights <br /> therein. At the termination of this Agreement , Employer agrees to <br /> return all such materials remaining unused to HAI . Further , <br /> Employer agrees that it will not appropriate for its own use the <br /> systems or knowledge acquired from HAI hereunder . Employer agrees <br /> to keep confidential and not to disclose to any person or entity the <br /> information and/or management reports or systems utilized by HAI in <br /> discharging its responsibilities hereunder . <br /> 7 . Insurance . HAI agrees to obtain and maintain during <br /> the term of this Agreement the following insurance : ( i ) <br /> comprehensive general liability in a minimum amount of five million <br /> dollars ($5 , 000 , 000 . 00 ) in the aggregate ( in excess of deductible <br /> amounts ) ; and , ( ii) professional liability insurance (malpractice ) <br /> in a minimum amount of five million dollars ($5 , 000 , 000 . 00 ) in the <br /> aggregate ( in excess of deductible amounts) . <br /> 8 . Termination . <br /> a . For Cause . If either party fails to perform as <br /> required herein, the other party may terminate this Agreement by <br /> giving the non-performing party seven ( 7 ) days written notice of its <br /> intention to do so and specifying the effective date of such <br /> termination. <br /> b . Without Cause . ' Either party hereto may terminate <br /> this Agreement , for any reason or no reason, by giving the other <br /> party forty-five ( 45 ) days written notice of its intention to do so <br /> and specifying the effective date of such termination. <br /> 9 . Procedures upon Termination . <br /> a . Generally . Upon termination of this Agreement , <br /> I shall deliver to Employer final reports reflecting utilization <br /> cf Employer ' s program hereunder . Employer shall deliver to HAI all <br /> unused proprietary materials . HAI and Employer agree that the <br /> confidentiality and nondisclosure provisions of this Agreement shall <br /> survive termination . Employer shall pay HAI for all services <br /> provided prior to termination in accordance with Exhibit C , • <br /> Paragraph 1 , provided that Employer shall be entitled to <br /> reimbursement of prepaid amounts applicable to periods following <br /> termination <br /> 7 <br />