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Environmental Systems Research Institute, Inc, <br />��. 380 New York Street <br />Redlands. CA 92373 <br />(714) 793 -2853 <br />MASTER PURCHASE AGREEMENT — DOMESTIC <br />The County of Orange, North Carolina (County) and <br />Environmental Systems Research Institute, Inc. (ESRI) <br />Contract No. 92P1291 <br />WHEREAS, Environmental Systems Research Institute, Inc. (ESRI), represents that it has title <br />and/or right to license geographic information system software as identified herein; and <br />WHEREAS, the County wishes to acquire such geographic information systems for use in <br />agencies, universities, and local government (County entities); and <br />WHEREAS, ESRI represents that it has the expertise to install said software and to train the <br />County's personnel in its use and that it can deliver to the County the said software; <br />' NOW, THEREFORE, in consideration of the mutual covenants and Agreements contained <br />herein, the parties do agree as follows: <br />ARTICLE 1 --TERM OF AGREEMENT <br />This Agreement will become effective on the date it is signed by all parties, and will continue in <br />effect for two years unless terminated as prescribed in Article 4.1. At the end of the initial and any <br />succeeding term, the parties may negotiate a new term based on their mutual agreement. <br />ARTICLE 2— INDEPENDENT CONTRACTOR <br />ESRI shall, as outlined in the Appendixes, provide the software, personnel, material, services, <br />and/or facilities as an independent contractor. ESRI's employees shall not be deemed to be <br />employees or agents of the County, nor shall County employees be deemed employees or agents of <br />ESRI. <br />ARTICLE 3— 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 4-- TERMINATION; CANCELLATION <br />4.1 <br />This Agreement may be terminated by either party upon Forty -five (45) days' written notice. <br />Should the notice specify termination for cause, the recipient of the notice shall have fifteen (15) <br />days in which to correct any defect in performance. On termination of this Agreement, all accounts <br />A92- P1291/RS 1 6/23/92 <br />