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B. Either party may terminate the Agreement in the event of any breach or material default <br />by the other party, by giving the other party thirty (30) days prior written notice of its <br />intention to terminate. <br />C. Notwithstanding the foregoing, or any other provision herein to the contrary, either party <br />may at its discretion either immediately suspend all pending and future obligations under <br />this Agreement, or in the alternative, immediately terminate this Agreement, upon the <br />occurrence of any of the following: <br />(1) The other party's breach of its representations and warranties under Section VI <br />above; <br />(2) The other party's failure of to maintain and /or provide insurance required Linder <br />Section VII above; <br />(3) The insolvency or bankruptcy of either party, or cessation of operations or <br />assignment of assets for the benefit of creditors by either party; or <br />(2) If the party determines that continuation of this Agreement will either endanger or <br />be detrimental to the operation of the party or the well -being of the party's <br />patients. <br />E. Upon any termination of this Agreement, the parties shall not enter into the same <br />agreement again prior to the expiration of one (1) full year starting from effective date of <br />the active term during which such termination occurs. This provision shall survive any <br />termination of the Agreement. <br />Section IX. Relationship of the Parties. <br />A. The relationship between Provider and Client shall be that of independent contractors. <br />B. Neither Party shall have any duty or obligation to: <br />(1) Withhold and /or pay any federal, state or local taxes or Workers' or <br />Unemployment Compensation Contributions or to comply with any other <br />employment laws regarding the other Party's employees; or <br />(2) Provide employee fringe or other benefits to the other Party's employees or <br />agents. <br />C. Each Party shall satisfy all duties or obligations tinder federal, state or local law <br />applicable to its relationship with its own employees. <br />D. Each Party shall be solely responsible for the control and supervision of its own <br />employees and the payment to or on behalf of them of all distributions, wages and <br />salaries, taxes, withholding payments, penalties, fees, professional education and seminar <br />