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4. Compensation. Jail will provide payment to Sanford at the rate of $164 per hour for the Services. Payments by Jail to Sanford will not exceed $24,000 during any contract year without the specific authorization of the Cass County Jail Administrator. Sanford will invoice Jail monthly and payment will be due within 30 days of invoice. The parties agree that the compensation has not been determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the parties which may be reimbursed under Medicare or any State healthcare program. Neither party will be under any obligation to refer any business or patients to the other party. 5. Term and Termination. The term of this agreement shall commence on April 1, 2014 and will terminate on December 31, 2014. Either party may terminate this Agreement, with or without cause, upon 30-days written notice to the other party. 6. Malpractice Insurance and Indemnification. Throughout the term of this Agreement, Sanford shall maintain professional liability coverage with minimum limits of$1,000,000 per occurance/$3,000,000 annual aggregate. Proof of coverage shall be provided upon request. Jail will indemnify, defend and hold Sanford, its trustees, officers, employees and agents harmless from and against any and all demands, claims, causes of action, damages, costs, expenses (including without limitation reasonable attorneys' fees and costs) and other liabilities asserted or claimed by any person, arising out of or related to the negligent performance of any term or condition hereof Sanford will indemnify, defend and hold Jail, its trustees, officers, employees and agents harmless from and against any and all demands, claims, causes of action, damages, costs, expenses (including without limitation reasonable attorneys' fees and costs) and other liabilities asserted or claimed by any person, arising out of or related to the negligent performance of any term or condition hereof 7. Independent Contractor Status. This agreement shall not be construed in any manner to make Sanford psychiatrists the employees of Jail. Jail shall not be responsible for the withholding of any taxes related to the contracting with Sanford, including, but not limited to, State and Federal income tax and social security. Jail shall not be responsible for worker's compensation benefits, unemployment compensation premiums, or any other benefits or obligations either required by law or provided by Jail to its own employees. Sanford is an independent contractor. 8. Good Faith Agreement to Amend. It is agreed that the terms and conditions of this Agreement will be changed to reflect any change in and status of any state or federal law, rule, regulation, guideline or safe harbor regulation that has any material impact on either of the parties and of the parties ability to legally carry out the spirit of the agreement and their good faith intentions. If such amendments materially change the rights and obligations of the parties hereto, either party may then terminate this agreement upon written notice of termination which termination shall be effective on