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insurance required under Section 5 of this Agreement, or (c) the party seeking <br />termination reasonably concludes that the other party may pose an imminent threat <br />to the orderly administration of the terminating party's operations, or (d) the other <br />party commits any act that reasonably may impair the reputation of the party <br />seeking termination. <br />C. In the event of termination or expiration of this Agreement for any reason, all <br />obligations of the parties to each other shall terminate immediately except as <br />provided below.: <br />d. Upon request of YOUR CORPORATION or Sterling, Services under this <br />Agreement shall continue for such period (not exceeding thirty (30) days) as is <br />reasonably necessary to transfer the provision of the Services to another service <br />provider. <br />e. The parties shall settle all outstanding matters related to this Agreement, including <br />financial obligations as to payment or otherwise, in good faith and in accordance <br />with this Agreement. <br />Each party shall promptly return to the other party all Confidential Information in its <br />possession relating to the other party. <br />The obligations of the parties set forth in Section 6 (Indemnification), Section 11 <br />(Confidentiality of Business Information) and in this Section 13 (Term; Renewal; <br />Termination) shall survive the expiration or termination of this Agreement. <br />Despite expiration or termination of this Agreement for any reason, neither party <br />shall be relieved of liability to the other party or to third parties for its performance <br />of this Agreement during the Term. <br />(14) MODIFICATION OF AGREEMENT. <br />a. Any modification, alteration, or change to this Agreement shall be made only by <br />written supplemental agreements executed by authorized representatives of the <br />parties. <br />(15) WAIVERS. <br />a. It is expressly understood and agreed that no waiver granted by a party of a breach <br />or default by the other party of any of the provisions of this Agreement shall <br />constitute or be construed in any manner as a waiver of the provision or of the right <br />by the non -breaching party to enforce the same as to any other or further violation <br />by the other party. Similarly, no failure or delay on the part of a party in exercising <br />any right, power, or privilege under this Agreement, and no course of dealing <br />between the parties shall operate as a waiver thereof; nor shall any single or partial <br />exercise of any right, power, or privilege under this Agreement by either party <br />preclude any other or further exercise thereof or the exercise of any other right, <br />power, or privilege. <br />(16) PERSONNEL RECRUITMENT. <br />