8781-14 Authorize Agreement betweenWestshore COG and MetroHealth

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(3) No Individual has any undisclosed interest in the Agreement that would constitute a conflict of interest or other violation of Ohio or federal ethics laws and rules; and, (4) No Individual has any criminal background or record that would bar the Individual from performing the Individual's obligations under the Agreement. C. Each party recognizes that the other party incurs significant costs in recruiting and training its professionals, including Licensed Professionals, and will suffer a considerable economic loss if the party directly recruits a professional. Therefore, if either party or an affiliate (each a "Recruiting Party ") directly recruits and engages any professional during any active term of this Agreement or within one (1) calendar year thereafter, then at the discretion of the other party, the Recruiting Party agrees to pay to the other party a recruiting fee in the amount of forty per cent (40 %) of such professional's then annual base salary, not including fringe, incentive and other benefits, to defray the other party's costs of recruiting a replacement for such professional. D. The terms contained in attached Exhibit B ( "Mutual Confidentiality and Non - Disclosure Terms ") are incorporated herein and shall be a part of this Agreement, and shall survive any termination of this Agreement by three (3) calendar years. Section VII. Insurance and Indemnification. A. Each party shall obtain and maintain at all times, either commercially or through a program of self - insurance, and, if requested, provide the other party with written evidence of: (1) General and professional ( "G &P ") liability insurance with limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate, to include both clinical and administrative functions; (2) If applicable, Director's and Officer's ( "D &O ") liability insurance at levels that are usual and customary for entities similar to Client. B. Each party shall be liable for its own acts, errors and omissions, and those of its officers, directors, employees and agents. Notwithstanding the foregoing, nothing in the Agreement shall be construed as limiting either party's ability to assert any defense to any claim arising out of its acts, errors, or omissions, based on immunity, state or federal constitutions and statutes, or any other legal theory. Section VIII. Termination. A. During any active term, either party may terminate the Agreement, without cause, by giving the other party at least sixty (60) days prior written notice, provided that such notice may be withdrawn at any time before the effective date of such termination.