Item 23 - City-wide Cashiering Software and Hardware Upgrades

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vii 23. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither CITY nor SI shall divulge any of its provisions as set forth herein to any third party except as may be required b y law. 24. Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. 25. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall extend to such person's affiliates and to its shareholders , directors, officers, employees and affiliates. 26. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of CITY for liabilities of SI arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity. 27. This Support and Maintenance Agreement shall be governed by the laws of the State in which CITY is located. 28. This Agreement may not be assigned by CITY unless, concurrently with any such assignment, CITY assigns its rights under, and complies with the License Agreement provisions of the Master Renewal Agreement. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and ensure to the benefit of the successors and permitted assigns of the parties. 29. The invalidity or unenforceability of an y provision or covenant contained in this Support and Maintenance Agreem ent shall not affect the validity or enforceability of an y other provi sion or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 30. This Support and Maintenance Agreement mus t be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. 31. The aggregate liability of SI to CITY for all claims, suits, actions and proceedings howsoever arising, directly or indirectly, under or relating to the support services supplied pursuant to this support and maintenance agreement or its subject matter, including those based on breach or rescission of contract, tort, breach of trust, or breach of fiduciary duty shall not exceed, in the aggregate, the amount of fees actually paid