2009-097 IT - Intelligent Information Systems, Inc. - Addendum to Software Maintenance and Support Agreement

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2.4. In the event that IIS develops any custom software, documentation or other materials under this Agreement relating to NCPTS ("Work Product"), then County acknowledges and agrees that ownership of the Work Product shall be pursuant to the terms of the License Agreement, and that such Work Product shall be deemed licensed to County at no additional charge under the terms of the License Agreement. 3. Fees and Expenses 3.1. County shall pay IIS the fees set forth in the applicable Schedule in accordance with the terms and conditions therein. Unless otherwise set forth in the Schedule, IIS shall invoice County on a milestone basis upon acceptance of deliverables, and payments are due within thirty (30) days of receipt of invoice. In the event that County, in good faith, disputes any invoiced amounts, County shall notify IIS in writing prior to the payment due date identifying in detail the reason why such charges are disputed. County may delay payment on disputed charges (but only disputed charges) pending resolution of the dispute. 3.2. To the extent authorized and set forth in the applicable Schedule, County agrees to reimburse IIS for reasonable out-of-pocket expenses incurred in the performance of Services, including but not limited to travel, lodging, meals, postage, freight, and printing. All travel-related expenses must be approved in advance by County Manager and IIS's President, or their designees, and, subject to budgeted funds, a purchase order may then be issued by the County to cover such charges. 3.3. County shall be responsible for any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement, including but not limited to state and local privilege, excise, sales, and use taxes and any taxes or amounts in lieu thereof paid or payable by IIS, but excluding taxes based upon the net income of IIS. 3.4. The maximum financial exposure to the County for services provided hereunder shall not exceed $634,375, plus any additional payments under Section 2 of Schedule No. 1, subject to annual appropriation and other nonfunding events per Section 5.5 below. 4. Confidentiality 4.1. "Confidential Information" means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is identified in writing as confidential or that would reasonably be recognized as confidential. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c) was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records. 4.2. A receiving party agrees: (a) to hold the disclosing party's Confidential Information in strict confidence; and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure. 4.3. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party. The provisions of this Section 4 shall survive any termination of this Agreement. -2-