2017-158-E ES - Bradshaw Consulting Services, Inc. to increase deployment efficiency of ES services

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DocuSign Envelope ID:77803446-26E8-4424-B3D0-15F947931AE8 (or any other third parties) to use any Confidential automatically expire without penalty to Licensee Information for purposes other than in connection with immediately upon written notice to BCS of the performance of its duties under this Agreement; (iii)it unavailability and non-appropriation of public funds. will disclose Confidential Information of the other only to those Representatives who are contractually 8.3 Return of Maintenance Fees.In the event of a bound to maintain the confidentiality thereof(and not Termination by Licensee for breach by BCS, Annual to any other third party);and(iv)it will be responsible Maintenance Fees paid to BCS shall be returned to for any disclosure or misuse of Confidential Licensee on a pro rata basis within fifteen(15) days of Information by such Representatives. Notwithstanding the Termination. the foregoing, each Party may disclose Confidential Information pursuant to a requirement or request of a 9. Miscellaneous. governmental agency or pursuant to a court or administrative subpoena, order or other such legal 9.1 Excusable Delays. In no event shall either process or requirement of law, or in defense of any Party be liable one to the other,for any delay or failure claims or causes of action asserted against it. to perform hereunder, which delay or failure to Notwithstanding the foregoing, nothing herein shall perform is due to causes beyond the control of said require either Party to fail to honor a subpoena, court Party,including,but not limited to,acts of God;acts of or administrative order or requirement on a timely the public enemy; acts of terrorism; acts of the United basis. Each Party shall cooperate with the other in an States of America, or any state, territory or political effort to limit the nature and scope of any required division thereof; fires,floods or other natural disasters. disclosure of Confidential Information. BCS agrees to Performance times under any Schedule shall be indemnify and hold harmless Licensee and its officers, considered extended for a period of time equivalent to employees, and agents from all costs, damagers, and the time lost because of any delay which is excusable expenses incurred in connection with refusing to under this Section 10.1. If any such excusable delay disclose any information which BCS has deemed shall last for a period of more than sixty (60) Confidential Information. consecutive calendar days, the Party whose performance is not delayed may, at its option, 7. [RESERVED]. terminate this Agreement or the applicable Schedule. 8. Termination. 9.2 Notices. Any legal notice, consent,or other communication will be in writing and may be 8.1 The Agreement. This Agreement may be delivered in person,by mail, or by facsimile copy. If terminated at any time by mutual written agreement of hand delivered, the notice will be effective upon the parties or by the Licensee upon written notice to delivery. If by facsimile copy, the notice will be BCS. This Agreement may be terminated by either effective when sent. If mailed, the notice will be Party immediately for cause if the other Party breaches effective three (3) business days after being deposited any material obligation provided hereunder and the with the United States Postal Service by certified mail, breaching Party fails to cure such breach (if such return receipt requested,addressed appropriately to the breach is curable)within thirty (30) days of receipt of intended recipient,as follows: the written notice specifying the nature of the default. Either party may terminate this Agreement for Licensee convenience effective at the end of the first year or at any time thereafter upon at least forty-five (45) days Orange County EMS prior written notice. In the event public funds are 510 Meadowlands Drive unavailable and not appropriated for Licensee's Hillsborough,NC 27278 obligations under this Agreement,then this Agreement shall automatically expire without penalty to Licensee BCS: immediately upon written notice to BCS of the Bradshaw Consulting Services,Inc. unavailability and non-appropriation of public funds. Attn:Tony Bradshaw 2170 Woodside Executive Court 8.2 Schedules. Schedules may terminated by Aiken,South Carolina,29803 either Party if the other Party breaches any material obligation provided in the Schedule,and the breaching Each Party may change its address for notification Party fails to cure such breach within thirty (30) days purposes by giving the other Party written notice of the of receipt of the written notice specifying the nature of new address and the date that it will be effective. the default. Licensee may terminate Schedules for convenience effective at the end of such initial term or 9.3 Publicity. BCS may designate Licensee as a at any time thereafter upon at least forty-five(45)days customer of BCS on its marketing materials both off- prior written notice. In the event public funds are line and on the Internet only with Licensee written unavailable and not appropriated for Licensee's approval. If Licensee terminates this Agreement, BCS obligations under a Schedule, then the Schedule shall agrees to remove its name from any marketing materials. 5 CORE/0804998.0008/128897050.2