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electronic or other form; and (d) any confidential or proprietary information of that Party that is discovered by another Party in connection with its performance under this Agreement. The obligations of the Parties do not apply to information that at the time of disclosure to a Party was in the public domain or subsequently becomes part of the public domain through no breach of this Agreement. The Parties acknowledge that recovery of damages may not be an adequate means to redress a breach of this Section. If a Party commits a breach of this Section, then any other Parry may pursue equitable relief including a temporary restraining order and an injunction. This Section is to be construed to permit a Party to pursue any remedies in addition to equitable relief, including recovery of damages. This Section and the rights and obligations of the Parties under this Section will survive the expiration or termination of this Agreement for any reason. 8. Term; Termination. The term of this Agreement (the "Tenn") will remain in effect from the Effective Date until the second anniversary of the Effective Date unless earlier terminated pursuant to this Agreement. Thereafter, the Parties may (but are not obligated to) jointly elect to extend the Term for additional one-year periods on terns and conditions mutually agreeable to both Parties. Termination may proceed as follows: a. CHS may terminate this Agreement immediately upon written notice to EMS, if EMS: (i) is in material breach of this Agreement, including any Addendum or Exhibit; or (ii) terminates or suspends its business, becomes insolvent, admits in writing its inability to pay its debts as they mature; or becomes subject to any bankruptcy or insolvency proceeding under Federal or State Law. CHS may, in its sole discretion, allow EMS 30 days to rectify any event described above to the reasonable satisfaction of CHS. b. Either party may terminate this Agreement without cause by giving thirty (30) days' written notice. c. If this Agreement is terminated early then, except as otherwise required by applicable law, any amounts owing to any Party hereunder shall be paid, on a pro rata basis, up to the date of such termination, and any obligation hereunder that is to continue beyond expiration or termination shall so continue pursuant to its terms. In the event of early termination by EMS, CHS will receive a refund of funds paid on a pro rata basis for the remainder of the tern. 9. Independent Contractors. The sole relationship between the Parties is that of independent contractors. This Agreement is not intended, nor shall it be construed, to create any partnership, employment, agency or joint venture relationship among the Parties. Each Party expressly disclaims, both for itself and for its employees, any entitlement to the employee benefits of each other Parry. 10. Chanties in Law. If any applicable laws and regulations are amended, then the parties will amend this Agreement accordingly, provided that if the change in law or regulations causes any paragraph or provision of this Agreement to be invalid, incomplete, void, in any manner unlawful, or subjects either parry to penalty, then the Agreement will be deemed to be amended by operation of law, regardless of whether the parties document such changes in the law by written amendment. Attachment number 2 \n F-4 Page 66