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5. If any amount is not paid in full when due,including premium payments to insurance <br /> companies,that nonpayment shall constitute a material breach of this Agreement that <br /> shall allow Gallagher to terminate this Agreement, at its option, in accordance with <br /> Section II.B. <br /> C. MutualObligations <br /> l. Ownership of Records and Documents <br /> a. Gallagher agrees that all books,records, lists of names,j ournals, ledgers and <br /> other recorded information developed specifically in connection with the <br /> administration of Client shall always be and remain the property of Client. <br /> Gallagher agrees to keep all such material confidential and not to reproduce, <br /> disclose or disseminate the material or the information contained therein to <br /> third parties without the prior written consent of Client. Upon termination <br /> of this Agreement for any reason, Gallagher shall immediately return all such <br /> material, and any copies thereof, to Client. <br /> b. Client agrees that Gallagher is the sole owner of the following material and <br /> that Client has no right to its use following termination of this Agreement: <br /> i. Proprietary computer programs; <br /> 4 <br />