2009-027 Purchasing - Relational Technology Solutions Proposal and SOW for Orange Co-

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Relational Technology So4i ions MASTER SALES AND PROFESSIONAL SERVICES AGREEMENT THIS MASTER SALES AND PROFESSIONAL SERVICES AGREEMENT ("Agreement) is made and entered Into on this 3rd day of June, 2009 (the 'Effective Date ") by and between Orange County, North Carolina ( "Customer"), with an address for the purposes of this Agreement at 200 S. Cameron Street, Hillsborough, NC 27278, and Relational Technology Services, Inc. ('RTS°), with an address for the purposes of this Agreement at 1070 Polaris Parkway, Suite 200, Columbus, OH 43240. 1. ORDERS. Customer desires FITS to provide, and RTS agrees to provide to Customer, certain equipment ("Equipment") and/or services ('Services ") from time to time pursuant to the terms and conditions set forth in this Agreement. Equipment and Services provided hereunder will be as more fully described on a quotalsales order ("Quote) or statement of work ( 'SOW'S executed by both parties, or such other document as may be accepted by RTS (each referred to herein as an "Order'). Each Order will incorporate the terms and conditions of this Agreement, and will set forth the purchase price for the Equipment, the fees for Services, and any other terms and conditions agreed to by the parties. In the event of any conflict between this Agreement and any Order, the terms of the Order will control. Any purchase order issued by Customer will be for administrative purposes only, and the parties agree that the terms and conditions contained in this Agreement will control. Any additional or different terms and conditions contained in any purchase order are null and void and are superseded by this Agreement 2. PAYMENT. Customer will pay the purchase price and/or the fees in the amounts and in accordance with each Order within thirty (30) days from the Invoice date. Customer will reimburse RTS for all reasonable business expenses, including, without Ilmitatlon, travel and out -of- pocket expenses, incurred by RTS in connection with the Services, which amount will be due and payable thirty (30) days from the Invoice date. All extraordinary out -of- pocket expenses incurred by RTS will require prior approval by Customer before reimbursement. RTS reserves the right to charge Customer interest on all past due invoices at the lesser of 1.51/6 per month or the highest rate allowed by law. in the event of a payment default, Customer will be responsible for all costs of collection, including court costs, filing fees, and reasonable attorneys' fees. 3. RISK OF LOSS AND TITLE. Risk of loss or damage will pass to Customer upon shipmenL Customer Is responsible for all shipping and related charges. Title to the Equipment (excluding software) will vest in Customer free and clear of liens or other encumbrances upon shipment, subject only to RTS' purchase money security interest until full payment is received. Title to all software supplied to Customer under this Agreement will remain with the applicable licensor(s), if the applicable licensor requires a license agreement in connection with the software, Customer will enter into any such license agreement directly with the licensor. 4. TAXES. Customer agrees to reimburse and indemnify RTS for any applicable sales, use, transaction, excise, levies, fees, duties, imposts or other similar taxes or charges (but not taxes imposed on or measured by RTS' net Income) and from any federal, state or local fees or charges (including, without limitation, environmental or similar fees) Imposed on, In respect of, or otherwise associated with the sale of Equipment or the provision of Services hereunder. If Customer is exempt from such taxes, fees or charges, Customer will provide RTS with the necessary supporting documentation at the time of purchase. 5. CONFIDENTIAL INFORMATION. 5.1 Either party may be provided or have access to information which is proprietary to the other ('Confidential Information "). Confidential Information will mean any and all information disseminated from one party to the other which has been (a) designated as Confidential Information by the disclosing party prior to delivery to the recipient, or (b) loaded into the disclosing party's database(s) or is otherwise discernable from information systems in electronic or other form and available to the recipient. 5.2 The obligations of recipient specified in this Section 5 will not apply to the extent that the Confidential Information: (a) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the recipient; (b) Is in the recipient's possession at the time of disclosure otherwise than as a result of recipient's breach of any legal obligation; (c) becomes known to the recipient through disclosure by sources other than the disclosing party having the legal right to disclose such Confidential Information; (d) is independently developed by the recipient without reference to or reliance upon the Confidential Information; or (e) Is required to be disclosed by the recipient to comply with orders from courts of appropriate jurisdiction, applicable laws or governmental regulations, provided that the recipient gives prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. 5.3 Neither party will disclose any Confidential Information of the other, either in whole or in part, to any third party without the other party's prior written consent. Neither party will copy, reproduce, sell, assign, disclose, disseminate, give or transfer any Confidential Information belonging to the other party, or any portion thereof, without the prior written consent of the other party. Upon termination of this Agreement, the recipient will return all Confidential Information to the disclosing party, or if so directed by the disclosing party, destroy all such Confidential Information, 5.4 Unless authorized, neither party will use the name, service marks or trademarks of the other party or any of its affiliated companies, or reveal the existence of this Agreement, or its terms and conditions, In any advertising, publicity release, or sales presentation. 5.5 Any violation or threatened violation of this Section will entitle the aggrieved party to seek Injunctive relief in addition to any other legal or equitable rights or remedies. 6. INTELLECTUAL PROPERTY. 6.1 Each party is and will remain the owner of all right, title and interest in and to such party s proprietary materials, and all copies thereof, and In and to all of the related trade secrets, copyrights, patents and all other proprietary rights. Neither party will obtain any right or license in and to the other party's proprietary materials. 6.2 All discoveries, ideas, concepts, theories, Improvements, designs, original works of authorship, formulae, processes, algorithms, inventions, know -how, techniques, compositions of matter and any other information generated by RTS under this Agreement or any SOW based upon RTS proprietary materials, including all intermediate and partial versions thereof, as well as all documentation, program materials, flowcharts, notes, outlines and the like that are created in connection therewith (collectively, the "RTS Work Product'), and the copyright, patent, trademark, trade secret and all other proprietary rights in the RTS Work Product and any derivative works created from the RTS Work Product will be the sole and exclusive property of RTS. Such ownership will Inure to the benefit of RTS from the date of the conception, creation or fixation of the RTS Work Product in a tangible medium of expression, as applicable. To the extent that any RTS Work Product Is Imbedded in any deliverable, Customer will have a non - exclusive, worldwide, fully paid -up, limited license to use, reproduce, copy and distribute such RTS Work Product for internal business purposes only. 6.3 All discoveries, ideas, concepts, theories, Improvements, designs, original works of authorship, formulae, processes, algorithms, inventions, know -how, techniques, compositions of matter and any other Information generated by RTS under this Agreement or any SOW based upon Customer's proprietary materials, including all intermediate and partial versions thereof, as well as all documentation, program materials, flowcharts, notes, outlines and the like that are created in connection therewith (collectively, the "Customer Work Product', and the copyright, patent, trademark, trade secret and all other proprietary rights in the Customer Work Product and any derivative works created from the Customer Work Product, will be the sole and exclusive property of Customer. Such ownership will inure to the benefit of Customer from the date of conception, creation or fixation of the Customer Work Product in a tangible medium of expression, as applicable. 7. REPRESENTATIONS AND WARRANTIES. 7.1 Each party represents and warrants that it Is a validly organized business entity with authority to enter into this Agreement, and that its respective signatory to this Agreement has the authority to bind such party on the Effective Date.