2006 S Purchasing - GovDeals Electronic Auction Services

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~/~F 3la~aoo~ GovDeals Sellers Agreement This Agreement is between GovDeals, Inc. ("GovDeals"), a Delaware corporation having its principal place of business at 5913 Carmichael Place, Montgomery, Alabama, 36117 and County of Orange ("Client"), having its principal place of business at 129 East King Street 15 -Post Office Box 8181-Hillsborough, North Carolina 27278. 1.0 Description of Services: GovDeals provides a means for sellers to list items for sale and for potential buyers to bid upon these items via an Internet-based auction system. Although GovDeals may provide software and applications to the Client to make the listing of items easier, GovDeals is not a party to the actual sale and has no control over the listed information or the ability of the buyer and seller to complete the transaction. 2.0 GovDeals Responsibilities: In addition to the operation of an Internet auction server, GovDeals will provide the Client with the following services during the term of the Agreement: 2.1 Access to a web-based application ("GovDeals Auction Server") that will help the Client maintain information about assets and submit them to auction. The GovDeals Auction Server will: 2.1.1 Accept descriptive information concerning an asset; 2.1.2 Allow different auction phases based upon dates and times to be specified; 2.1.3 Permit the assignment of certain buyer restrictions during each auction phase; and 2.1.4 Facilitate requests for credits regarding transactions that were not completed. 2.2 Training and support services to implement the GovDeals service, which will include: 2.2.1 Familiarization with the nature and operation of the GovDeals Auction Server; 2.2.2 Guidance in the initial entry of assets; 2.2.3 Procedures for taking and posting pictures of assets; and 2.2.4 Assistance in the development of an implementation plan and schedule. At GovDeals option, training and support services will be provided either on-site or via telephone and the Internet. 2.3 A customer support desk available via telephone or a-mail between the hours of 8:00 a.m. and 6:00 p.m., Eastern Time, Monday through Friday, except announced holidays. 2.4 Marketing of the on-line auction service to promote use of the site by potential buyers. 3.0 Client Responsibilities: To promote a successful operation and increase the benefits from using GovDeals auction capabilities, the Client agrees to: GovDeals Sellers Agreement -V.4.5 - 2.25.0 Page 2 Cop~~right 2001, GovDeals, Inc.