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<br />Teclriology Solutions
<br />MASTER SALES AND PROFESSIONAL SERVICES AGREEMENT
<br />THIS MASTER SALES AND PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on this 3rd day of June, 2009 (the
<br />"Effective Date") by and between Orange County, North Carolina ("Customer"), with an address for the purposes of this Agreement at 200 S. Cameron
<br />Street, Hillsborough, NC 27278, and Relational Technology Services, Inc. ("RTS"), with an address for the purposes of this Agreement at 1070 Polaris
<br />Parkway, Suite 200, Columbus, OH 43240.
<br />1. ORDERS. Customer desires RTS to provide, and RTS agrees to provide
<br />to Customer, certain equipment ("Equipment") and/or services ("Services")
<br />from time to time pursuant to the terms and conditions set forth in this
<br />Agreement. Equipment and Services provided hereunder will be as more
<br />fully described on a quote/sales order ("Quote") or statement of work
<br />("SOW") executed by both parties, or such other document as may be
<br />accepted by RTS (each referred to herein as an "Order"). Each Order will
<br />incorporate the terms and conditions of this Agreement, and will set forth the
<br />purchase price for the Equipment, the fees for Services, and any other terms
<br />and conditions agreed to by the parties. In the event of any conflict between
<br />this Agreement and any Order, the terms of the Order will control. Any purchase
<br />order issued by Customer will be for administrative purposes only, and the
<br />parties agree that the terms and conditions contained in this Agreement will
<br />control. Any additional or different terms and conditions contained in any
<br />purchase order are null and void and are superseded by this Agreement.
<br />2. PAYMENT. Customer will pay the purchase price andlor the fees in the
<br />amounts and in accordance with each Order within thirty (30) days from the
<br />invoice date. Customer will reimburse RTS for all reasonable business
<br />expenses, including, without limitation, travel and out-of-pocket expenses,
<br />incurred by RTS in connection with the Services, which amount will be due
<br />and payable thirty (30) days from the invoice date. All extraordinary out-of-
<br />pocket expenses incurred by RTS will require prior approval by Customer
<br />before reimbursement. RTS reserves the right to charge Customer interest on
<br />all past due invoices at the lesser of 1.5% per month or the highest rate allowed
<br />by law. In the event of a payment default, Customer will be responsible for all
<br />costs of collection, including court costs, filing fees, and reasonable attorneys'
<br />fees.
<br />3. RISK OF LOSS AND TITLE. Risk of loss or damage will pass to
<br />Customer upon shipment. Customer is responsible for all shipping and
<br />related charges. Title to the Equipment (excluding software) will vest in
<br />Customer free and clear of liens or other encumbrances upon shipment, subject
<br />only to RTS' purchase money security interest until full payment is received.
<br />Title to all software supplied to Customer under this Agreement will remain
<br />with the applicable licensor(s). If the applicable licensor requires a license
<br />agreement in connection with the software, Customer will enter into any
<br />such license agreement directly with the licensor.
<br />4. TAXES. Customer agrees to reimburse and indemnify RTS for any
<br />applicable sales, use, transaction, excise, levies, fees, duties, imposts or
<br />other similar taxes or charges (but not taxes imposed on or measured by
<br />RTS' net income) and from any federal, state or local fees or charges
<br />(including, without limitation, environmental or similar fees) imposed on, in
<br />respect of, or otherwise associated with the sale of Equipment or the
<br />provision of Services hereunder. If Customer is exempt from such taxes,
<br />fees or charges, Customer will provide RTS with the necessary supporting
<br />documentation at the time of purchase.
<br />5. CONFIDENTIAL INFORMATION.
<br />5.1 Either party may be provided or have access to information which is
<br />proprietary to the other ("Confidential Information"). Confidential Information
<br />will mean any and all information disseminated from one party to the other
<br />which has been (a) designated as Confidential Information by the disclosing
<br />party prior to delivery to the recipient, or (b) loaded into the disclosing party's
<br />database(s) or is otherwise discernable from information systems in
<br />electronic or other form and available to the recipient.
<br />5.2 The obligations of recipient specified in this Section 5 will not apply to the
<br />extent that the Confidential Information:
<br />(a) is generally known to the public at the time of disclosure or
<br />becomes generally known through no wrongful act on the part of the
<br />recipient;
<br />(b) is in the recipient's possession at the time of disclosure otherwise
<br />than as a result of recipient's breach of any legal obligation;
<br />(c) becomes known to the recipient through disclosure by sources other
<br />than the disclosing party having the legal right to disclose such Confidential
<br />Information;
<br />(d) is independently developed by the recipient without reference to or
<br />reliance upon the Confidential Information; or
<br />(e) is required to be disclosed by the recipient to comply with orders
<br />from courts of appropriate jurisdiction, applicable laws or governmental
<br />regulations, provided that the recipient gives prior written notice of such
<br />disclosure to the disclosing party and takes reasonable and lawful actions to
<br />avoid and/or minimize the extent of such disclosure.
<br />5.3 Neither party will disclose any Confidential Information of the other,
<br />either in whole or in part, to any third party without the other party's prior
<br />written consent. Neither party will copy, reproduce, sell, assign, disclose,
<br />disseminate, give or transfer any Confidential Information belonging to the
<br />other party, or any portion thereof, without the prior written consent of the
<br />other party. Upon termination of this Agreement, the recipient will return all
<br />Confidential Information to the disclosing party, or if so directed by the
<br />disclosing party, destroy all such Confidential Information.
<br />5.4 Unless authorized, neither party will use the name, service marks or
<br />trademarks of the other party or any of its affiliated companies, or reveal the
<br />existence of this Agreement, or its terms and conditions, in any advertising,
<br />publicity release, or sales presentation.
<br />5.5 Any violation or threatened violation of this Section will entitle the
<br />aggrieved party to seek injunctive relief in addition to any other legal or
<br />equitable rights or remedies.
<br />6. INTELLECTUAL PROPERTY.
<br />6.1 Each party is and will remain the owner of all right, title and interest in
<br />and to such party's proprietary materials, and all copies thereof, and in and
<br />to all of the related trade secrets, copyrights, patents and all other
<br />proprietary rights. Neither party will obtain any right or license in and to the
<br />other party's proprietary materials.
<br />6.2 All discoveries, ideas, concepts, theories, improvements, designs,
<br />original works of authorship, formulae, processes, algorithms, inventions,
<br />know-how, techniques, compositions of matter and any other information
<br />generated by RTS under this Agreement or any SOW based upon RTS
<br />proprietary materials, including all intermediate and partial versions thereof,
<br />as well as all documentation, program materials, flowcharts, notes, outlines
<br />and the like that are created in connection therewith (collectively, the "RTS
<br />Work Product"), and the copyright, patent, trademark, trade secret and all
<br />other proprietary rights in the RTS Work Product and any derivative works
<br />created from the RTS Work Product will be the sole and exclusive property
<br />of RTS. Such ownership will inure to the benefit of RTS from the date of the
<br />conception, creation or fixation of the RTS Work Product in a tangible
<br />medium of expression, as applicable. To the extent that any RTS Work
<br />Product is imbedded in any deliverable, Customer will have anon-exclusive,
<br />worldwide, fully paid-up, limited license to use, reproduce, copy and
<br />distribute such RTS Work Product for internal business purposes only.
<br />6.3 All discoveries, ideas, concepts, theories, improvements, designs,
<br />original works of authorship, formulae, processes, algorithms, inventions,
<br />know-how, techniques, compositions of matter and any other information
<br />generated by RTS under this Agreement or any SOW based upon
<br />Customer's proprietary materials, including all intermediate and partial
<br />versions thereof, as well as all documentation, program materials,
<br />flowcharts, notes, outlines and the like that are created in connection
<br />therewith (collectively, the "Customer Work Product"), and the copyright,
<br />patent, trademark, trade secret and all other proprietary rights in the
<br />Customer Work Product and any derivative. works created from the
<br />Customer Work Product, will be the sole and exclusive property of
<br />Customer. Such ownership will inure to the benefit of Customer from the
<br />date of conception, creation or fixation of the Customer Work Product in a
<br />tangible medium of expression, as applicable.
<br />7. REPRESENTATIONS AND WARRANTIES.
<br />7.1 Each party represents and warrants that d is a validly organized business
<br />entity with authority to enter into this Agreement, and that its respective
<br />signatory to this Agreement has the authority to bind such party on the Effective
<br />Date.
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