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enhancements will be subject to the Consultant's then- prevailing prices, hourly rates, <br />policies and terms, meaning that such then- prevailing prices will apply to matters such as <br />set -up and training relating to such updates or enhancements. <br />2.5 The initial term of this Agreement shall be for three years beginning on April 1, 2014 <br />through March 31, 2017. If the Support and Maintenance Agreement is terminated by <br />Organization, it shall be entitled to retain the Software licensed to it as at the date of such <br />termination, but it will relinquish its rights to receive upgrades of, or enhancements to, <br />the Software, or services for the Sofhvare <br />2.6 Title to and ownership of all proprietary rights in the Software and all related proprietary <br />information shall at all times remain with Consultant, and Organization shall acquire no <br />proprietary rights by virtue hereof <br />2,7 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 of <br />any such provision and 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 />18 This Support and Maintenance Agreement is the exclusive statement of the entire support <br />and maintenance agreement between Consultant and Organization. No change, <br />termination or attempted waiver of any of the provisions hereof shall be binding unless in <br />writing and signed by the party against whom the same is sought to be enforced. <br />29 The parties hereto agree that the terms and conditions contained herein shall prevail <br />notwithstanding any variations on any orders submitted by Organization. <br />2.10 The particular provisions of this Support and Maintenance Agreement shall be deemed <br />confidential in nature and neither Organization nor Consultant shall divulge any of its <br />provisions as set forth herein to any third party except as may be required by law. <br />211, e uire Consent: Organization will obtain and provide to Consultant any Required <br />Consents necessary for Consultant to provide the Support Services described in this Agreement. <br />A Required Consent means any consent or approvals required to give Consultant and its <br />subcontractors the right or license to access, use and /or modify (including creating derivative <br />works) to the hardware, software, firmware and other products that the Organization uses, without <br />infringing the ownership or license rights (including patent and copyright) of the providers or <br />owners of such products. Organization will indemnify, defend and hold Consultant, its affiliates, <br />and subcontractors, harmless from and against any and all claims, losses, liabilities and damages <br />(including reasonable attorneys' fees and cost) arising from or in connection with any claims <br />(including patent and copyright infringement) made against Consultant, alleged to have occurred <br />as a result of the Organization's failure to provide any Required Consents provided that <br />Consultant uses such third party products only as necessary to perform its obligations under this <br />Agreement. Consultant will be relieved of the performance of any obligations that may be <br />affected by the Organization's failure to promptly obtain and provide any Required Consent to <br />Consultant. <br />25E -8 <br />