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10 <br />m ade available as a Employer greeoshereunder will not be m <br />immunity for employees of Employer. <br />tom agrees that HAI shall <br />Employergs discipline or <br />bear no responsibility h <br />termination of its emp lo Y <br />s Employer agrees <br />r Da a <br />6 HAi ro te <br />ll Publications furnished by HAI pursuant to this Agreement <br />that a <br />shall remain HA sole ProProtriate HAIts Employer <br />proprietarywill rightsnothing <br />to interfere with and /or appropriate <br />therein. At the termialsiremainingsunusedmto HAI. Furtherrethe o <br />return all such mater for its own use <br />Employer agrees that it will not appropriate rees <br />systems or knowledge acquired from HAI hereunder •ersonloreentity the <br />to keep confidential and not to disclose to any p <br />information and /or managementrSporrs Or system <br />utilized by HAI in <br />discharging its responsibili i <br />Incur ngq. HAI agrees to obtain and maintain during <br />7, <br />the term of this Agreement the <br />comprehensive general of (i) million ) in the aggregate (in excess of deductible <br />dollars ($5,000,000.00 <br />amounts); and, (ii) professional liability insurance (malpractice) <br />in a minimum amount of five millionamounts )-($5,000,400.00) in the <br />aggregate (in excess of deductible <br />8. T-e r,ninati�gn <br />a. For Cause. If either party fails to perform as by <br />required herein, the other party may terminate this Agreement of <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 tice of its <br />party forty -five (45) dayswritte of <br />no <br />and specifying the effective such terminationntion to do so <br />n. <br />9. <br />a. Generally. Upon termination of this Agreement, <br />Employer final reports reflecting utilization <br />HAI shall deliver to <br />- . Employer shall deliver to HAI all <br />of Employer's program hereunder <br />unused proprietary materials HAY and Employer agree that the <br />confidentiality and nondisclosure provisiHAl t <br />for all s Agreement shall <br />rvices <br />survive termination. Employer shall pay <br />provided prior to termination in accordance with Exhibit C, <br />paragraph 1, provided that Employer entitled to <br />periods following <br />reimbursement of prepaid amounts app <br />termination. <br />7 <br />