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not exceed the annual fees received by Licensor from Licensee in the twelve (12) month period preceding the event giving rise to the claim. GENERAL 23. A party may not assign its rights or obligations under this Support and Maintenance Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Licensor may assign its rights and obligations hereunder to a subsidiary, affiliate of Licensor, or to a successor who acquires the business and assets of Licensor. 24. This Support and Maintenance Agreement, together with Schedule A and Schedule B, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Support and Maintenance Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter, except for the concurrently executed Setup and License Agreement. No modification or amendment of this Support and Maintenance Agreement will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound. 25. Each party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause or effect of such delay or failure to the extent th.e party is able. In the event of such delays, the timetables shall be extended by as many calendar days as the delay caused by forces outside the reasonable control of the parties. 26. This Support and Maintenance Agreement may be executed in separate counterparts, each of which so executed and delivered shall constitute an original, but all such counterparts shall together constitute one and the same instrument. Any such counterpart may comprise one or more duplicates or duplicate signature pages, any of which may be executed by less than all of the parties provided that each party executes at least one such duplicate or duplicate signature page. The parties stipulate that a photocopy of an executed original will be admissible in evidence for all purposes in any proceeding as between the parties. 27. Any provision of this Support and Maintenance Agreement or part thereof found to be illegal or unenforceable shall be deemed severed, and the balance of the Agreement shall remain in full force and effect. 28. This Support and Maintenance Agreement shall be governed and construed in accordance with the laws of the State of California. Venue of any action brought with regard to this Support and Maintenance Agreement shall be in Contra Costa County, California. The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Support and Maintenance Agreement and to bind their respective party thereto. (Signatures on Following Page) Coplogic— DORS Setup and Subscription License Agreement (AST 11.20.15) 16