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10. <br /> <br />11. <br /> <br />PROVIDER-services under this Agreement. PROVIDER and MHS shall comply at all <br />times with State and Federal laws regarding the confidentiality of client clinical and <br />financial records. PROVIDER shall timely provide to MHS, at no cost and with the <br />parent/guardian's written authorization, copies of the client's clinical record upon'written <br />request by MPIS. <br /> <br />Indemnification - PROVIDER and MHS shall each be solely responsible for and shall <br />keep, save, and hold the other harmless from ail claims, loss, I/ability, expense, or <br />damage incurred by or .charged against MI-IS or PROVIDER, as the case may be, in <br />connection with any and all claims or suits arising out of any activity, act, or omission, <br />including negligence or malpractice, of PROVIDER or MHS or their respective directors, <br />officers, employees, agents, servants, or independent contractors. The partieS' liability <br />under this clause shall continue in full force and effect after the termit, ation of this <br />Agreement. Each party, at its 'sole cost and expense agrees to maintain professional <br />liability insurance and comprehensive general liability insurance in connection with <br />activi.'ties ..un.. der this Agreement and shall.require its independent contractors (e.g. <br />Physician.q and other Mental Health prOfessionals) to maintain professional liability and <br />comprehensive general liability insurance. <br /> <br />Representations - PROVI~DER and MHS; their respective officers, directors, employees,. <br />agents, servants, or independent contractors, shall not hold themselves out as nor be <br />considered an agent, employee, servant, or independent contractor of the other except as <br />otherwise provided in this Agreement. <br /> <br />Termination of Agreement - Either party may terminate this Agreement by'giving thirty <br />(30) days prior written notice to the other party. In the event PROVIDER terminates this' <br />Agreement, or this Agreement expires, PROVIDER shall continue to furnish services to <br />any client who is an active client on the date of such termination or expiration, and for so <br />long as the current authorization continues. MI-IS shall pay PROVIDER for such services <br />in accordance with the terms of this Agreement. <br /> <br />Authority to Enter Agreement - Each party represents, warrants, and covenants to the <br />other as follows: <br /> 1. It has the full right and legal aUthority to enter into and fully perform this <br /> Agreement in accordance with its terms. <br /> 2. This Agreement When executed and delivered by the parties, will be a <br /> legal, valid, and binding obligation enforceable against each party in <br /> accordance with its terms. <br /> 3. The execution and delivery of the Agreement has been duly authorized'b~ <br /> each party and such execution and delivery and the performance by each <br /> of its obligations hereunder do not and will not violate or cause a breach of <br /> any other agreements or obligations to which it is a party or by which it is <br /> bound. <br /> <br />· Page 3 of 6 <br /> <br /> <br />