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[3 <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 of 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 th <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 />B. 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 it <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 Termine io . <br />a. Generally. Upon termination of this Agreement, <br />HAI shall deliver to Employer final reports reflecting utilization <br />of Employer's program hereunder. Employer shall deliver to HAI al <br />unused proprietary materials. HAI and Employer agree that the <br />confidentiality and nondisclosure provisions of this Agreement sha <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 />