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DocuSign Envelope ID:77803446-26E8-4424-B300-15F947931 AE8
<br /> MASTER SOFTWARE LICENSE AND SUPPORT AGREEMENT
<br /> Between
<br /> Orange County EMS and
<br /> Bradshaw Consulting Services,Inc.
<br /> THIS AGREEMENT is made this 4th day of May , 2017 (the "Effective Date"), by
<br /> and between Orange County EMS ("Licensee"), and Bradshaw Consulting Services, Inc., a South
<br /> Carolina corporation ("BCS").
<br /> Recitals
<br /> Licensee desires to license from BCS certain software products and related documentation as described in such written
<br /> Schedules(as defined below)as may be agreed upon by the Parties in accordance with the terms of this Agreement,and BCS desires
<br /> to license to Licensee such software products and related documentation. The license arrangement may, but need not, include
<br /> installation and implementation of one or more computer programs,creation or provision of related printed material,as well as other
<br /> development,support and maintenance services,all as may be described in appropriate Schedules to this Agreement.
<br /> Agreement
<br /> In consideration of the foregoing Recitals (which received by the receiving Party from a third party who
<br /> are incorporated herein) and the mutual covenants and is not under an obligation of confidentiality; or(iv)is
<br /> agreements contained herein, the Parties hereto agree as independently developed by the receiving Party
<br /> follows: without reference to or use of the other Party's
<br /> Confidential Information.
<br /> 1. Definitions.
<br /> 1.4 Defect. "Defect" means the failure of the
<br /> The following terms, when used in this Agreement, Licensed Products to perform in all material respects
<br /> shall have the following meanings: in accordance with the Documentation or to perform in
<br /> all material respects in accordance with such other
<br /> 1.1 Agreement. "Agreement" shall mean this warranties, descriptions and specifications as may be
<br /> document and all exhibits referenced herein and set forth herein or in a Schedule hereto.
<br /> attached hereto,and any and all Schedules entered into
<br /> hereunder. 1.5 Documentation. "Documentation" shall
<br /> mean any and all written or electronic documentation
<br /> 1.2 Annual Maintenance Fee. "Annual furnished or generally made available to licensees by
<br /> Maintenance Fee" shall mean the annual maintenance BCS relating to the Software, including the
<br /> fee for the Licensed Products,if any. Specifications and any operator's, user's or training
<br /> manuals.
<br /> 1.3 Confidential Information. "Confidential
<br /> Information" shall mean, with respect to a Party 1.6 Installation Site. "Installation Site", if
<br /> hereto,all information or material which: (i)gives that applicable, shall mean the site where the Licensed
<br /> Party some competitive business advantage or the Products are to be installed.
<br /> opportunity of obtaining such advantage, or the
<br /> disclosure of which could be detrimental to the 1.7 Intellectual Property. "Intellectual
<br /> interests of that Party; and (ii)which is (A)marked Property" shall mean all inventions (whether or not
<br /> "Confidential," "Restricted," or "Proprietary protectable under patent laws), works of authorship,
<br /> Information" or other similar marking, (B)known by information fixed in any tangible medium of
<br /> the Parties to be considered confidential or proprietary, expression(whether or not protectable under copyright
<br /> or (C)which should be known or understood to be laws), moral rights, mask works, trademarks, trade
<br /> confidential or proprietary by an individual exercising names, trade dress, trade secrets, know-how, ideas
<br /> reasonable commercial judgment in the circumstances. (whether or not protectable under trade secret laws),
<br /> Confidential Information does not include information concepts, techniques and all other subject matter
<br /> to the extent that such information: (i)is or becomes protectable under patent, copyright, moral right, mask
<br /> generally known to the public by any means other than work, trademark, trade secret, or other laws, including
<br /> a breach of the obligations of a receiving Party without limitation all new or useful art, combinations,
<br /> hereunder; (ii)was previously known to the receiving discoveries, formulae, manufacturing techniques,
<br /> Party as evidenced by its written records;(iii)is rightly
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<br /> CORE/0804998.0008/128897050.2
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