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not exceed the annual fees received by Licensor from Licensee in the twelve (12) month <br />period preceding the event giving rise to the claim. <br />GENERAL <br />23. A party may not assign its rights or obligations under this Support and Maintenance <br />Agreement without the prior written consent of the other party, which consent will not be <br />unreasonably withheld. Notwithstanding the foregoing, Licensor may assign its rights and <br />obligations hereunder to a subsidiary, affiliate of Licensor, or to a successor who acquires the <br />business and assets of Licensor. <br />24. This Support and Maintenance Agreement, together with Schedule A and Schedule B, which <br />are incorporated herein by reference, is the sole and entire Agreement between the parties. <br />This Support and Maintenance Agreement supersedes all prior understandings, agreements <br />and documentation relating to such subject matter, except for the concurrently executed <br />Setup and License Agreement. No modification or amendment of this Support and <br />Maintenance Agreement will be valid or binding unless reduced to writing and duly executed <br />by the party or parties to be bound. <br />25. Each party shall be excused from delays in perforning or from its failure to perform <br />hereunder to the extent that such delays or failures result from causes beyond the reasonable <br />control of such party; provided that, in order to be excused from delay or failure to perform, <br />such party must act diligently to remedy the cause or effect of such delay or failure to the <br />extent the party is able. In the event of such delays, the timetables shall be extended by as <br />many calendar days as the delay caused by forces outside the reasonable control of the <br />parties. <br />26. This Support and Maintenance Agreement may be executed in separate counterparts, each of <br />which so executed and delivered shall constitute an original, but all such counterparts shall <br />together constitute one and the same instrument. Any such counterpart may comprise one or <br />more duplicates or duplicate signature pages, any of which may executed by less than all <br />of the parties provided that each party executes at least one such duplicate or duplicate <br />signature page. The parties stipulate that a photocopy of an executed original will be <br />admissible in evidence for all purposes in any proceeding as between the parties. <br />27. Any provision of this Support and Maintenance Agreement or part thereof found to be illegal <br />or unenforceable shall be deemed severed, and the balance of the Agreement shall remain in <br />full farce and effect. <br />28. This Support and Maintenance Agreement shall be governed and construed in accordance <br />with the laws of the State of California. Venue of any action brought with regard to this <br />Support and Maintenance Agreement shall be in Contra Costa County, California. <br />The undersigned represent and warrant that they are authorized as representatives of the party on <br />whose behalf they are signing to sign this Support and Maintenance Agreement and to bind their <br />respective party thereto, <br />(Signatures on Following Page) <br />Coplogic - UORS Setup and Subscription License Agreement (AST 1 1.20.15) 16 <br />25E -18 <br />