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notice to the other Party of such termination and specifying the effective date <br />thereof, which notice shall be given at least thirty (30) days before the effective <br />date of such termination. In the event that Client does not promptly refund / repay <br />MSB for a chargeback or third -parry assessment (after being notified in writing by <br />MSB), or in the event that MSB reasonably believes that Client is experiencing <br />material financial hardship, then MSB may immediately suspend all services. <br />V. RECORDS AND CONFIDENTIALITY: <br />a. Inspection of Records: MSB agrees that at any time during the term of this <br />Contract, or one (1) year thereafter, upon request of the Client, MSB will <br />make full disclosure to the Client and make available for inspection all of its <br />available records associated with work performed under this Contract. <br />b. Confidential Business Information: Both Parties and their authorized <br />representative will maintain the confidentiality of, and take all commercially <br />reasonable efforts, to protect proprietary documents, records, trade secrets, and <br />other records or information provided to them by the other Party, or which they <br />otherwise obtain or gain access to. Both Parties will comply with all applicable <br />privacy and data security laws. <br />VI. GENERAL PROVISIONS: <br />A. Independent Contractor: MSB is an independent contractor and is free to perform <br />services for other clients. Personnel performing services under this Agreement shall <br />at all times be under MSB's exclusive direction and control and shall be employees <br />of the Contractor. Contractor shall pay all wages and salaries and shall be <br />responsible for all reports and obligations respecting them relating to social <br />security, income tax withholding, benefits, unemployment compensation, worker's <br />compensation, and similar matters. <br />B. Governing Law: The substantive laws of the State of Minnesota and not its <br />conflicts of law principles) govern all matters arising out of, or relating to, this <br />Contract and all of the transactions it contemplates, including without limitation its <br />validity, interpretation, construction, performance and enforcement. <br />C. Cooperation and Compliance: MSB requires cooperation and support from the <br />Client and from the Client's vendor(s) (including its software providers) to provide <br />the Services and to ensure proper functionality; this includes ensuring appropriate <br />data interfaces are established since the Parties acknowledge that MSB cannot <br />perform the Services without the necessary payment related data. The Parties and <br />their vendors will work together in a cooperative, responsive, and supportive <br />manner to help ensure the success of the program. <br />It is also acknowledged that the Client and any Client vendors in connection with <br />the Services provided may be required to comply with certain laws, rules, or <br />standards, including those applicable to or imposed by the payment card industry or <br />