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s • make copies of the Vendor Programs in machine readable form for nonproductive backup purposes oily . Customer may not use , copy or modify the Vendor Programs , or any copy, adaptation , transcription , or merged portion hereof, except as expressly authorized by Support Vendor. Customer's rights shall remain in effect for so long as Customer is at thorized to use the Licensed Programs under the License Agreement. Upon termination of such License Agreement, Customer shal return or destroy the Vendor Programs, and returning the Vendor Programs in the manner required by the License Agreement shall be sufficient for such purpose . The Vendor programs are and shall remain the sole property of Support Vendor, regardless of whether Customer, its employees , or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Support Vendor for the use of the work product. Customer shall not assert any right, title or interest in such works , except for the non-exclusive right of use granted to Customer at the time of its delivery or on-site development. Disclaimer of Warranty and Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPORT VENDOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE LICENSED PROGRAM OR THE SERVICES TO BE RENDERED HEREUNDER , WHETHER EXPRESS OR IMPLIED , INCLUDING (WITHOUT LIMITATION ) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE . In no event shall Support Vendor's cumulative liability for any claim arising in connection with this Agreement exceed the total fees and charges paid to Support Vendor by Customer under this agreement within the last twelve ( 12) months . To the extent allowed by law, Support Vendor shall not be liable for any indirect, consequential , special , exemplary, or incidental damages arising from this agreement. Termination This Agreement may be terminated as follows : • This Agreement shall terminate on December 31 , 2006 . • This Agreement shall immediately terminate upon the termination of the License Agreement. • Failure to pay any proper invoice within 30 days or notify the Vendor within 15 days of a valid reason o withhold payment shall be cause for termination of this Agreement by the Support Vendor, at the Support Vendor's option . Par ial payments will not cure a breach for non -payment. • This Agreement may be terminated by either party upon 30 days prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period . Following termination of this Agreement, Support Vendor shall immediately invoice Customer for all accruec fees and charges and all reimbursable expenses , and Customer shall pay the invoiced amount pursuant to the Florida Prompt Payment Act , Customer may continue to use any work supplied to Customer by Support Vendor for the remaining term of the License Agreement. All fees paid for maintenance are non - refundable . Termination of this Agreement by either party does not relieve Customer of its obligation to pay all proper invoices . Miscellaneous Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms . The parties further agree that this is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and that it supersedes and merges all prior proposals, understandings , and agreements , whether oral or writtenbetween the parties with respect to the subject matter hereof. Specifically, this Agreement supercedes all previous Maintenance Agreements . This Agreement may not be modified except by a written instrument duly executed by the parties hereto . This agreement will be considered binding and in full effect upon full payment of the maintenance invoice . Partial payment of the maintenance invoice will not place this Agreement into effect. This Agreement and the parties' obligations hereunder shall be governed , construed , and enforced in accordance with the laws of the State of Florida . The Customer and Support Vendor expressly agree that any claim or controversy arising out of or relating to this agreement, or breach thereof, shall be settled by arbitration before an arbitrator or arbitrators and in accordance with the Commercial Arbitration Rules of the American Arbitration Association , and any judgment upon the award rendered by the arbitrator(s) may be entered in any Cou t having jurisdiction thereof. The parties agree that all arbitration arising out of this agreement shall take place in Indian River County, Florida . The parties also agree that the prevailing party in any arbitration shall be entitled to reimbursement of attorney's fees . In the event that any provision of this Agreement is held invalid , illegal , or unenforceable , the remaining provisions shall be enforced to the maximum extent permitted by applicable law. 3