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DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15 <br /> AMS —TMA Terms Document <br /> TMA Systems, LLC ("the Company") has issued to the Customer the attached Quotation for a <br /> License of the Company's Software, which includes the provision of Professional Services to the <br /> Software by the Company("the Professional Services"). <br /> The Company and the Customer agree that the Professional Services shall be provided to the <br /> Customer on the following terms and conditions: <br /> 1. Professional Services: The Company shall provide to the Customer the Professional <br /> Services described on the Quotation. <br /> 2. Customer Provided Resources: The Customer shall provide or make available to the <br /> Company reasonable resources to facilitate the delivery of the Professional Services. <br /> Furthermore, reasonable is defined a fair,proper, or moderate under the circumstances. <br /> 3. Fees and Reimbursable Expenses: <br /> A. The fees and reimbursable expenses for the Professional Services are listed on the <br /> Quotation. <br /> B. The Company may invoice the Customer for the fees and reimbursable expenses <br /> on a monthly basis, as the Professional Services are rendered. <br /> C. The Customer shall pay the invoices for Professional Service fees and <br /> reimbursable expenses within thirty days from receipt. <br /> 4. Manner of Providing Professional Services: The Company shall provide the <br /> Professional Services to the Customer: <br /> A. In accordance with industry standards; <br /> B. In accordance with any specifications listed in the Quotation; and <br /> C. As an independent contractor to the Customer. Furthermore, independent <br /> contractor, is defined as not an employee, partner, or joint venture of or with <br /> Orange County. <br /> 5. Intellectual Property: <br /> A. To the extent that the Professional Services results in any customization of any of <br /> the Company's software products previously licensed for the Customer's use <br /> ("the Software Customization"), the Software Customization shall be deemed to <br /> be included within the Customer's license for the software product; provided, <br /> however, that the Company shall own and retain all other rights with respect to <br /> the Software Modification. <br /> 4 <br />