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written understandings, arrangements and /or agreements between the Parties relating to <br />the subject matter of this Agreement. <br />B. Notwithstanding anything in this Agreement, the parties shall not materially amend this <br />Agreement during the Initial Term, except for correction of any errors in the document. <br />Thereafter this Agreement may be amended, altered or changed only through a written <br />document, clearly designated as an amendment to this specific Agreement signed by the <br />parties, and provided that any such amendment shall not occur prior to the expiration of <br />one (1) full calendar year after any prior amendment. <br />C. The parties agree and assert that this Agreement and the services and fees stated herein <br />were negotiated at arms length, and are intended to reflect the fair market value for the <br />services. Nothing in this agreement is intended, and nor shall it be construed, to create, <br />cause or induce any referrals of patients by one party to the other. <br />D. No waiver by Provider or Client and no refusal or neglect of Provider or Client to <br />exercise any right hereunder or to enforce compliance with the terms of this Agreement <br />shall constitute a waiver of any provision herein with respect to any violations, actions or <br />omissions hereunder, unless such waiver is expressed in writing by the waiving Party. <br />E. If services provided under this Agreement have an aggregate value or cost of Ten <br />Thousand Dollars ($10,000) or more over a 12 -month period, each party shall, until the <br />expiration of four years after the furnishing of such services, make available upon written <br />request by the Secretary of Health and Human Services or upon the written request of the <br />Comptroller General of the United States, or by any of their duly authorized <br />representatives, this Agreement, the books, documents, and records of the party that are <br />necessary to verify the nature and extent of the cost of the services provided under this <br />Agreement. <br />F. Neither party may assign or transfer this Agreement, or any part hereof, without the other <br />party's prior written consent, which shall not be arbitrarily withheld. Nothing in this <br />Agreement contemplates the creation of any third party beneficiaries of or to this <br />Agreement. <br />[[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]] <br />E <br />