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

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amendment executed by both of the parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. 9.5. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement. 9.6. If IIS should undergo a merger, acquisition, change in control, or change in name for any reason, IIS will promptly notify the County in writing of the change. Upon request of the County, unless prevented from doing so by a confidentiality or a nondisclosure agreement, IIS will provide the County with legal documentation supporting these changes such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment, sales contract, merger documents, etc. Further, if notice provisions require changing, IIS will submit the name and address of the assuming provider's contact information for notices. If IIS assigns this Agreement in connection with the sale of all or substantially all of its business, the acquirer must agree in writing to be bound by the terms of this Agreement. This Agreement may not be assumed or otherwise transferred to another party by IIS (or any future provider) without the express written consent of County, which said consent will be evidenced by an acceptance memo, letter or e-mail from the County Manager, or designee, to the original provider under the Agreement and the assuming provider. Any attempted assignment not authorized herein shall be null and void. 9.7. All notices required or permitted hereunder shall be in writing, delivered personally; by certified or registered mail, or by overnight delivery by an established national delivery service at the respective addresses first set forth above. Notices to IIS shall be sent to the attention of the Vice President, e-Gov Solutions or to such other person designated by IIS in a written notice to County. Notices to County shall be sent to the attention of the Tax Administrator or to such other person designated by County in a written notice to IIS. All notices shall be deemed effective upon personal delivery or when received if sent by certified or registered mail or by overnight delivery. 9.8. The software licenses set forth in the License Agreement are perpetual, and it is the desire of the parties that this be an ongoing contract which shall continue from year to year without the necessity of re-execution, subject to continued appropriation by the Orange County Board of Commissioners, or other funding source, pursuant to N.C.G.S. 153A-13. The support services (as further described in the IIS support agreements) are 5 year agreements, during which period they will continue from year to year without the necessity of re-execution, subject to continued appropriation by the Orange County Board of Commissioners or other funding source, pursuant to N.C.G.S. 153A-13. Intelligent I formation Sys s, Inc. By: Name. e ~ /' ' 1 < < ~c Title: V ~e ~f ~c mid a h y' Date: l l- ~ ~ -~ C/ Ora By: Nan Title: C~~ Date: ~ ~ Q t' -6-