2011-072 IT - ePlus Technology for professional services with IT support

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refund to Customer the amount paid to ePlus for such item less any depreciation as calculated on a five- year straight-line basis commencing with Customer's acceptance of the applicable deliverable. H. The provisions of this Section IS state ePlus' entire liability and Customer's sole and exclusive remedies with respect to any infringement or claim of infringement relating to a third party's Intellectual Property Right. 16. NON-HIRING OF EMPLOYEES. Both Customer and ePlus acknowledge that each has invested significant resources in the training of its employees and that these employees are a valuable resource. Therefore, during the Term of this Agreement and for a period of eighteen (18) months following the completion of the work to be performed under the last SOW issued pursuant to this Agreement, neither ePlus nor Customer shall solicit for hire or hire employees of the other Party. Should such a hiring of an ePlus employee take place, ePlus will be entitled to liquidated damages and/or compensation directly from the Customer in the amount of 20% of the employee's total annual compensation. A Party shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by the hiring Party; (ii) responds to any public advertisements; or (iii) has been terminated by the non-hiring Party prior to commencement of employment discussions between the hiring Party and such employee. 17. RELATIONSHIP OF THE PARTIES. A. The relationship created hereunder between the Parties shall be solely that of independent contractors entering into an agreement. No representations or assertions shall be made or actions taken that could imply or establish any agency, fiduciary, joint venture, partnership, employment or other relationship between the parties with respect to the subject matter of this Agreement. B. ePlus reserves the right to subcontract with other individuals and businesses for the performance of Services pursuant to this Agreement. 18. NOTICES. Any notices required to be given under the terms of this Agreement shall be in writing and sent by a nationally recognized overnight carrier that obtains a receipt, or certified mail, postage prepaid, return receipt requested, to the address stated below or such other address as a Party from time to time may have designated by written notice. Notices will be deemed given the date constructive receipt is received or the date of first refusal. Notices regarding defaults hereunder may first be given orally so long as written notice according to the provisions of this Section 18 is provided thereafter. All notices should be sent to the following addresses and indicated contacts: If to ePlus: ePlus Technology, inc. 13595 Dulles Technology Drive Herndon, VA 20171 ATTN: General Counsel If to Customer: Orange County IT Department 131 W. Margaret Lane P.O. Box; 8 i81 Hillsboroygh, NC 27278 ATTN: Todd E. Jones With copies to: ePlus Technology, inc. 13595 Dulles Technology Drive Herndon, VA 20171 ATTN: Vice President, Contracts ATTN: 19. ORDER OF PRECEDENCE. The terms and conditions set forth in this Agreement shall govern any Purchase Order, SOW, task order, attachment or other related documents issued for Products supplied or Services undertaken by ePlus hereunder. Terms contained in Customer's Purchase Orders, offers to buy, terms and conditions and the like shall have no effect. In the event of any conflict between this Agreement and a SOW, the SOW shall control, but only with respect to the Services set forth therein. ©2010 ePlus Technology, inc. 09/01/10 ]0