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ESR1 E wonmernal symems Research Inalhute. Inc. <br />5 <br />MASTER PURCHASE AGREEMENT <br />The County of orange, North Carolina (County) and <br />Environmental Systems Research Institute, Inc. (ESRr) <br />Contract No. 90 -PO101 <br />WHEREAS, Environmental Systems Research Institute, Inc. (ESRI), represents that it has <br />tide and/or right to license Geographic Information System software and to sell computer hardware <br />as identified herein; and <br />WHEREAS, the County wishes to acquire such Geographic Information Systems for use <br />in County agencies, local governments and universities; and <br />WHEREAS, ESRI represents that it has the expertise to install said software and to train <br />the County's personnel in its use and that it can deliver to the County the said software and <br />hardware; <br />NOW, THEREFORE, in consideration of the mutual covenants and Agreements contained <br />herein, the parties do agree as follows: <br />ARTICLE 1 - INDEPENDENT CONTRACTOR <br />ESRI shall, as outlined in the Appendixes, provide the equipment, software, personnel, <br />material, services, and/or facilities as an independent contractor. ESRPs employees shall not be <br />deemed to be employees or agents of the County, nor shall County employees be deemed <br />employees or agents of ESRL <br />ARTICLE 2 - EXTENSION AND MODIFICATION <br />This Agreement may be amended, modified, or supplemented only by written Amendment <br />which has been signed by both of the parties. <br />ARTICLE 3 - TERM AND TERMINATION <br />This Agreement is effective from the date of execution of this Agreement by ESRL This <br />Agreement and any license granted hereunder may be terminated by ESRI if County fails to comply <br />with any of the terms and conditions herein. The license granted herein with regard to each <br />licensed program shall remain in force until County discontinues the use of that licensed program <br />on the designated equipment or until County's failure to comply with any of the terms and <br />conditions of this Agreement. <br />Within thirty (30) days after County has discontinued use of any licensed software or <br />within five (5) days after ESRI has terminated this Agreement by reason of County's failure to <br />comply with any of the terms of this Agreement, County shall destroy all copies in whole or in <br />part, in any form, including partial copies and modifications, of the discontinued or terminated <br />A90-P0101/BB -1- 4/17/90 <br />