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DocuSign Envelope ID:08DDB13E-DOD6-4329-8484-71137CFE9785
<br /> ZOIA,Data Systems,Inc.
<br /> Order Form Addendum for Orange County Emergency Services
<br /> Amended'ferms and Conditions
<br /> The following sections supersede or are in addition to sections in the existing MSLA,
<br /> 1.1 "Annual Fee"for"SUB"Type licenses.Means the amount of Monthly Fees that Customer is required to pay Linder this MSLA in each twelve-morith period
<br /> during the'Verin beginning on the date identified in the Initial Order.
<br /> 1.11 "Monthly Fees"for"SUIV'Type licenses.Means ZOLL's then current standard recurring monthly fees for the license of Software set forth in the Initial Order
<br /> or any subsequent Order Form.Monthly Fees are part of the Software Fees.
<br /> 6.2 Maintenance Fees.For"SUB"Type licenses,Maintenance Fees are included in the Monthly fees.For all other software,if Customer elects to procure
<br /> Maintenance Services from ZOLL,then 60 days following the Deployment Date,ZOLL will invoice Customer for I quarter of Maintenance Services to commence on
<br /> the date of expiration of the"Software Warranty Period"(as defined in Section 7 below).ZOLL will invoice Customer on a quarterly basis thereafter for all further
<br /> Maintenance Fees unless Customer notifies ZOLL within 30 days of the end of the then-current Maintenance Services period.ZOLL will have no obligation to provide
<br /> Maintenance Services to Customer if any invoice issued under this Section 6.2 is past due.If Customer elects to discontinue Maintenance Services at any time,to
<br /> reinstate Maintenance Services and receive the applicable updates and new releases,Customer must pay the Maintenance Fees for all time periods missed.All
<br /> Maintenance Fees are non-refundable.
<br /> 6.6 Audit Rights. During the Term and for a period of six(6)months following the termination or expiration of this MSLA,ZOLL will have the right,during
<br /> normal business hours,to inspect(through remote access to Customer servers,reports,etc.or onsite if determined necessary),or have an independent audit firm inspect,
<br /> Customer's records relating to Customer's use of the Software to ensure if is in compliance with the terms of this MSLA,including with any limitation on the number
<br /> of servers,personal computers and/or other portable devices on which Customer may install the Software hereunder and/or the number of Customer users that may use
<br /> the Software hereunder,arid/or the number of PCRs generated through the software hereunder. The costs of the audit will be paid by ZOLL,unless the audit reveals
<br /> that Customer's underpayment of Fees exceeds 5%for products other than ePCR Monthly Fees that are subject to adjustment as described on page 1.Customer will
<br /> promptly pay to ZOLL any amounts shown by any such audit to be owing(which shall be calculated at ZOLL's standard,non discounted rates)plus interest as provided
<br /> in Section 6.4 above.
<br /> 11.4 Effects of Termination.Upon termination or expiration of the MSLA for any reason:(a)any amounts owed to ZOLL under this MSLA and all Statements of
<br /> Work before such termination or expiration will be immediately due and payable,including,in the event of termination of this MSLA(i)by ZOLL under"Section
<br /> 11.2"or(if)by Customer under,"Section 11.3",a termination fee("Early'Ter mination Fee"equal to the amount,if any,of(x)the initial Annual Fee minus(y)the
<br /> sum of Monthly Fees(as defined in the Initial Order)paid by Customer to ZOLL hereunder prior to the date of termination during the initial twelve-month period;(b)all
<br /> licensed rights granted in this MSLA will immediately cease to exist;(C)CLIStOrner must promptly discontinue all use of the Software,erase all copies of the Software
<br /> from Customer's computers and the computers of its customers,and return to ZOLL or destroy all copies of the Software and Documentation on tangible media in
<br /> Customer's possession;and(d)cach party shall promptly discontinue all use of the other party's Confidential Information,and return to tile other party of-,at the other
<br /> party's option,destroy,all copies of any such Confidential Information fit tangible or electronic form.If ZOLI.,terminates an SOW for cause,such termination will
<br /> have no effect upon any other SOWS that may be in effect unless ZOLL terminates tire MSLA for cause.Upon ZOLL's request,Customer will provide a written
<br /> certification('in the form acceptable to ZOLL),certifying as to Customer's compliance with its post-termination obligations set forth in this Section 11.3.
<br /> 12.9 Access to Insight Analytics.Provided the Customer is current off payments of Maintenance Fees hereunder,Customer may subscribe,at no additional charge,to
<br /> ZOLL's website www.ZOLLotiliric.cone("ZOLL Online")by agreeing to the terms of the Application Service Provider Agreement available on ZOLL Online("The
<br /> ASP Agreement"),pursuant to which Customer shall receive access,at no additional charge,to Insight Analytics product of ZOLL,subject to the terms of the ASP
<br /> Agreement.
<br /> 12.10 Entire Agreement.This MSLA,together with all exhibits hereto and the ASP Agreement,if any,constitutes the entire agreement between the pal-ties regarding
<br /> the subject hereof and supersedes all prior or contemporaneous agreements,understandings,and communication,whether written or oral. This MSLA shall not be
<br /> modified except by a subsequently dated written amendment signed on behalf of ZOLL and Customer by their duly authorized representatives.
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