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necessary to provide Services under this Agreement. Each party shall observe and
<br />comply, and shall cause its employees, agents, and subcontractors to observe and
<br />comply, with all laws, ordinances, rules, and regulations of the federal, state,
<br />county, or municipal governments, now in force or which may hereinafter be in
<br />force.
<br />(11) CONFIDENTIALITY OF BUSINESS INFORMATION.
<br />a. Each party acknowledges that this Agreement, and all materials and information
<br />concerning the other party's business and operations, including, but not limited to,
<br />a party's billing and fees, employees, legal disputes, policies, procedures, and all
<br />documents and reports regarding or prepared by a party (other than those in the
<br />public domain), and any other information regarding the provision of services by,
<br />or the administration and operation of, a party (collectively, "Confidential
<br />Information"), are commercially valuable and confidential. Each party and each
<br />party's employees and agents shall hold the other party's Confidential Information
<br />in strict confidence, shall not provide, disclose, or otherwise make available any
<br />such information to any third party, and shall not use such information for any
<br />purposes other than performance in accordance with this Agreement, without the
<br />prior written approval of the other party, unless otherwise required bylaw.
<br />(12) COPYRIGHTS AND PATENTS.
<br />a. Sterling shall have complete ownership, title, and right in and to all materials,
<br />discoveries, or inventions, both finished and unfinished, which are developed,
<br />prepared, assembled, or conceived by Sterling pursuant to this Agreement. No
<br />summary, report, chart, graph, table, study, or other document, or discovery,
<br />invention, or development produced in whole or in part by Sterling under this
<br />Agreement shall be the subject of an application for copyright, trademark, or patent
<br />by or on behalf of YOUR CORPORATION or YOUR CORPORATION 's officers,
<br />employees, agents, or subcontractors without prior written authorization from
<br />Sterling.
<br />(13) TERM; RENEWAL; TERMINATION.
<br />a. Unless earlier terminated as provided in this Section 13, this Agreement shall be
<br />effective for a term of one (1) year from the Effective Date. Thereafter, this
<br />Agreement will automatically terminate unless YOUR CORPORATION completes
<br />an online renewal, at www.sterlingadministration.com, submits a paper renewal
<br />application or by contacting a Sterling representative.
<br />b. If either party breaches this Agreement, the non -breaching party may terminate
<br />this Agreement upon thirty (30) days prior written notice to the breaching party;
<br />provided, however, that such termination notice shall not be effective if the
<br />breaching party promptly seeks to cure such breach, diligently pursues cure, and
<br />does cure such breach within the thirty (30) day period following the date of the
<br />notice, or a reasonable longer period if the breach cannot reasonably be cured
<br />within such time. Notwithstanding the foregoing, either party may terminate this
<br />Agreement immediately upon written notice to the other if: (a) the other party fails
<br />to possess any license, accreditation, or approval necessary to its business or to
<br />provide the Services under this Agreement, or (b) fails to have and maintain the
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