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5 . All support services provided by Consultant to Organization other than those specified in <br /> Section 2 ( such as , but not limited to , on- site support) , shall be provided to Organization <br /> by Consultant at Consultant ' s hourly rate of $ 150 . 00 per hour. For certainty, any updates <br /> of, or enhancements to , the Software will be made available to Organization free of <br /> charge (with respect to the actual updates or enhancements) . All payments hereunder <br /> shall be in U . S . dollars and shall be net of any taxes , tariffs or other governmental <br /> charges . <br /> 6 . The initial term of this Agreement shall be for eighteen ( 18) months beginning upon <br /> Software installation The Agreement shall automatically renew for subsequent one- year <br /> terms (Renewal Terms ) provided that Organization shall pay the Annual Support and <br /> Maintenance Fee described in Paragraph 3 above, unless terminated by either party upon <br /> giving to the other not less than 90 days notice in writing prior to the end of the initial <br /> term or any subsequent anniversary of such date. If the Support and Maintenance <br /> Agreement is terminated by Organization, it shall be entitled to retain the Software <br /> licensed to it as at the date of such termination, but it will relinquish its rights to receive <br /> upgrades of, or enhancements to , the Software, services for the Software, or access to the <br /> Source in escrow as described in Section 2 . 6(d) . For certainty, and without mitigating the <br /> application of the Agreement during the term of this Support and Maintenance <br /> Agreement, the terms and conditions of the Agreement relating to the license of the <br /> Software and the Documentation and the rights and obligations of the parties with respect <br /> thereto will continue to apply to Organization following the termination of this <br /> Agreement . <br /> 7 . 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 /> 8 . Unless terminated pursuant to Paragraph 6 hereof, this Support and Maintenance <br /> Agreement shall remain in full force and effect except as terminated as follows : <br /> (a) if either party neglects or fails to perform , observe or cure or commence to cure <br /> within ninety (90 ) days of written notice of such failure to perform any of its <br /> existing or future obligations . <br /> (b) if Organization attempts to assign this Agreement or any of its rights hereunder, <br /> or undergoes a Reorganization, without complying with the Agreement . <br /> 9 . Unless otherwise agreed to by the parties , all notices required hereunder shall be made in <br /> accordance with the provisions of the Agreement . <br /> 10 . 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 /> 37 <br />