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1 1 . A valid contract binding the parties hereto shall come into being only upon execution of <br /> this Support and Maintenance Agreement by a duly authorized agent, officer or <br /> representative of both parties . <br /> 12 . 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 /> 13 . The parties hereto agree that the terms and conditions contained herein shall prevail <br /> notwithstanding any variations on any orders submitted by Organization . <br /> 14 . 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 /> 15 . (a) Termination of this Support and Maintenance Agreement shall not affect any right <br /> of action of either party arising from anything which was done or not done, as the <br /> case may be, prior to the termination taking effect . <br /> (b ) The Organization and the Consultant recognize that circumstances may arise <br /> entitling the Organization to damages for breach or other fault on the part of the <br /> Consultant arising from this Support and Maintenance Agreement . The parties <br /> agree that in all such circumstances the Organization ' s remedies and the <br /> Consultant ' s liabilities will be limited as set forth below and that these provisions <br /> will survive notwithstanding the termination or other discharge of the obligations <br /> of the parties under this Support and Maintenance Agreement . <br /> (i ) FOR BREACH OR DEFAULT BY THE CONSULTANT OR <br /> OTHERWISE IN CONNECTION WITH THIS SUPPORT AND <br /> MAINTENANCE AGREEMENT INCLUDING A BREACH OR <br /> DEFAULT ENTITLING THE ORGANIZATION TO RESCIND OR BE <br /> DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT AND <br /> MAINTENANCE AGREEMENT AND WHETHER IN THE NATURE <br /> OF A BREACH OF CONDITION OR A FUNDAMENTAL BREACH <br /> THE ORGANIZATION ' S EXCLUSIVE REMEDY, IN ADDITION TO <br /> ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED <br /> FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE <br /> AGREEMENT. SHALL BE PAYMENT BY THE CONSULTANT OF <br /> THE ORGANIZATION ' S DIRECT DAMAGES TO A MAXIMUM <br /> AMOUNT EQUAL TO AND THE CONSULTANT SHALL IN NO <br /> EVENT BE LIABLE IN EXCESS OF THE AMOUNT OF FEES <br /> ACTUALLY PAID BY THE ORGANIZATION TO THE <br /> CONSULTANT UNDER THIS SUPPORT AND MAINTENANCE <br /> AGREEMENT DURING THE THEN- CURRENT TERM OF THE <br /> 38 <br />