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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 Agreement, 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 changed by a writing signed by the party to be <br />charged with such change. <br />12. Governing Law. This Agreement has been entered into <br />between the parties in the State of Utah and the laws of such state <br />shall govern its interpretation and enforcement. <br />13. Noticgg. 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 />HAI.: <br />Human Affairs International, Incorporated <br />5801 South Fashion Blvd., Suite 255 <br />Murray, Utah 84107 <br />ATTN: Jill Winslow, Contracts Manager <br />EMPLOYER: <br />ATTN: <br />0 <br />9 <br />