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applicable annual period. The termination of this Support and Maintenance <br />Agreement by CITY shall not affect the License or the Software License Agreement <br />incorporated within the Master Renewal Agreement. S&S shall neither refund any <br />Support and Maintenance Fees nor any Billable Fees if this Support and <br />Maintenance Agreement is terminated. CITY acknowledges that if this Support <br />and Maintenance Agreement is terminated, then it will not be eligible to receive the <br />benefits of this Support and Maintenance Agreement including the right to Releases <br />or to access the source code in escrow upon the occurrence of any Event of Default. <br />17. Title to and ownership of all proprietary rights in the Releases and all related <br />proprietary information supplied by S&S in providing the services pursuant to this <br />Support and Maintenance Agreement shall at all times remain with S&S, and CITY <br />shall acquire no proprietary rights by virtue of this Support and Maintenance <br />Agreement. <br />18. S&S shall have the right to terminate this Support and Maintenance Agreement <br />immediately if CITY attempts to assign this Support and Maintenance Agreement <br />or any of its rights hereunder, or undergoes a reorganization, without complying <br />with the License Agreement provisions of the Master Renewal Agreement. <br />19. In the event CITY fails to pay all or any portion of an invoice on or before sixty (60) <br />days after the date it becomes due, S&S shall have the option to suspend or terminate <br />this Support and Maintenance Agreement. Suspension or termination shall not relieve <br />CITY of its obligation to pay its outstanding invoices, including any applicable late <br />charges. CITY will be required to pay S&S the entire Support and Maintenance Fees <br />for the period of suspension prior to reinstatement of suppoIt and maintenance services. <br />20. All notices, demands, and requests, required to be given under this Support and <br />Maintenance Agreement by either patty to the other shall be in writing and delivered <br />by hand, or by registered or certified mail, postage prepaid, to the respective parties at <br />the following addresses, or to such other address as may be given by a party to the <br />other pursuant hereto as set forth in the Master Renewal Agreement. <br />21. Either party's lack of enforcement of any provision in this Support and Maintenance <br />Agreement in the event of a breach by the other shall not be construed to be a waiver <br />of any such provision or the non -breaching party may elect to enforce any such provision <br />in the event of any repeated or continuing breach by the other. <br />22. The parties agree that the terms and conditions contained herein shall prevail <br />notwithstanding any variations on any orders, a -mails or other correspondence submitted <br />by CffY. Provided, however, in the event of a conflict between the terms of this Support <br />and Maintenance Agreement and the Master Renewal Agreement and any duly executed <br />Change Order thereunder, the terms of the Master Renewal Agreement or duly executed <br />Change Order shall prevail. <br />u <br />25D-318 <br />