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16. Where the notice of non -renewal has not been provided in accordance with these terms, the CITY is obliged to pay the Support and Maintenance Fee for the then applicable annual period. The termination of this Support and Maintenance Agreement by CITY shall not affect the License or the Software License Agreement incorporated within the Master Renewal Agreement. SI shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. CITY acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the occurrence of any Event of Default. 17. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by SI in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with SI, and CITY shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 18. SI shall have the right to terminate this Support and Maintenance Agreement immediately if CITY attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes reorganization, without complying with the License Agreement provisions of the Master Renewal Agreement. 19. In the event CITY fails to pay all or any portion of an invoice on or before sixty (60) days after the date it becomes due, SI shall have the option to suspend or terminate this Support and Maintenance Agreement. Suspension or termination shall not relieve CITY of its obligation to pay its outstanding invoices, including any applicable late charges. CITY will be required to pay SI the entire Support and Maintenance Fees for the period of suspension prior to reinstatement of support and maintenance services. 20. All notices, demands, and requests, required to be given under this Support and Maintenance Agreement by either patty to the other shall be in writing and delivered by hand, or by registered or certified mail, postage prepaid, to the respective parties at the following addresses, or to such other address as may be given by a party to the other pursuant hereto as set forth in the Master Renewal Agreement. 21. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision or the non -breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 22. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted by CITY. vi