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<br /> Non-Exclusive Software License Agreement
<br /> This AGREEMENT entered into October 1. 2012,by and between CTS Software,Inc.,Cedar Point,N.C.28594(Licensor)and
<br /> Orange County.Hillsborough,NC,27278(Licensee).
<br /> WHEREAS,Licensor is the owner of certain software and related manuals and materials for use in the Public/Private Transportation
<br /> Industry(herein collectively referred to as"Licensoes Product(s)");and
<br /> WHEREAS,Licensor has license agreements,which include confidentiality and non-disclosure covenants,with third parties,
<br /> including but not limited to Mentor Engineering,U.S.Computing,Inc.,Unified Dispatch,LLC[sometimes hereinafter referred to
<br /> individually,as a"Third Party",or"provider of a Licensed Product(s),and collectively as"Third Parties"or"providers of Licensed
<br /> Product(s)],who own other proprietary software,documentation,data and related manuals and materials,[herein individually and
<br /> collectively referred to as the"Licensed Product(s)"]which may or may not be specifically described in this Agreement );and
<br /> WHEREAS,Licensee desires to acquire the non-exclusive,non-transferable right to use the Licensor's Product and Licensed
<br /> Product(s)in the operation of its Public/Private Transportation activities;and
<br /> WHEREAS,Licensor is willing to grant Licensee the non-exclusive,non-transferable right to use the Licensor's Product and Licensed
<br /> Product(s)under the terms and conditions hereinafter set forth.
<br /> NOW THEREFORE,in consideration of the premises,and for other good and valuable consideration,paid by the parties each to the
<br /> other,the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:
<br /> 1. Grant of License
<br /> 1.1 Licensor hereby grants to Licensee a non-exclusive,nontransferable license to use the Licensoes Product and Licensed Product(s)
<br /> described herein during the term of this Agreement,
<br /> 1.2 The Licensor's Product and Licensed Product(s)as mentioned in this contract may consists of,but not be limited to:2LTrip Master
<br /> Enterprise Edition;Automated Scheduling interface;Mobile Data Terminal Interface;Interactive Voice Response System;-Medicaid
<br /> Billing Interface;Vehicle Maintenance Module;X Mapping.
<br /> 1.3 Licensor has granted web-based access to the Licensee for the Trip Master Enterprise Edition software product through 5
<br /> seats/user Id/s.
<br /> 1.4 Licensee shall not use,or cause to be used the Licensor's Product or Licensed Product(s),or any part of thereof;in the
<br /> development of other like transportation management scheduling software.
<br /> 2. License Fees
<br /> 2.1 The Licensee agrees to pay the Licensor a onetime fee of JZ&QQ.00 for the agreed licensed product set forth in section 1.2.
<br /> detailed in Schedule A,when applicable.Payment for said services will be due and payable within thirty(30)days after receipt of a
<br /> properly submitted invoice in coordination with Schedule B,if applicable,CTS Software,Inc.Payment Plan. In the event Licensee
<br /> disputes its obligation to pay any invoice,Licensee shall notify Licensor of the basis for its objection,in writing,within ten(10)days
<br /> of receipt of same and may withhold payment until resolution of the dispute,without penalties or late fees applied.
<br /> 2.2 Beginning with the effective date of this Agreement,Licensee shall pay to Licensor the annual lump sum of S7.7-00.00,or the
<br /> monthly sum of 60 00 for software license,maintenance and support detailed in Schedule A,CTS Software,Inc.Pricing Form.20
<br /> Vehicle Fleet, 5 seats/user Ids.Payment for said services will be due and payable within thirty(30)clays after receipt of invoice in
<br /> coordination with Schedule B,if applicable,CTS Software,Inc.Payment Plan,or on or before the 25*of each month if paying
<br /> monthly to avoid penalties and late fees. In the event Licensee disputes its obligation to pay any invoice,Licensee shall notify
<br /> Licensor of the basis for its objection,in writing,within ten(10)days of receipt of same and may withhold payment until resolution of
<br /> the dispute,without penalties or late fees applied.
<br /> 2.3.Terms of this contract will apply an additional$10.00 per vehicle annual fee in the situation of vehicle fleet growth of Licensee
<br /> beyond the vehicles currently accounted for in section 2.2.
<br /> 2.4.Licensor will grant web-based access to the Licensee for the Trip Master Enterprise Edition software product through 5 seats/user
<br /> Id's.Additional seats/user Id's requesting access by the Licensee will require a onetime fee of beyond currently accounted for
<br /> seats/user Id's in section 2.2 plus per month each.
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