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DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370
<br /> Attachment A
<br /> SOFTWARE LICENSE &SERVICES AGREEMENT
<br /> THIS SOFTWARE LICENSE & SERVICES AGREEMENT (this "Agreement") is made and entered into as of
<br /> August 14, 2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensor"), located at 940 West
<br /> Valley Road, Suite 1400, Wayne, PA 19087, and Orange County ("Licensee") located at 600 Highway 86 North,
<br /> Hillsborough, NC 27278. Licensor and Licensee may be referred to individually as a "Party," or together as the
<br /> "Parties."
<br /> 1. AGREEMENT DEFINITIONS
<br /> 1.1 "Confidential Information" means information relating to or disclosed in the course of, or in
<br /> connection with this Agreement, which is, or should be reasonably understood to be, confidential or
<br /> proprietary to a Party, including, but not limited to, information concerning such Party's business,
<br /> products, services, content, finances, subscribers, source code, tools, protocols, product designs
<br /> and plans, customer lists and other marketing and technical information, the existence of any
<br /> business discussions, negotiations or agreements between the Parties, the terms of this
<br /> Agreement, and any other unpublished information.
<br /> 1.2 "Contractor" means a non-employee individual or business hired by Licensee to perform on
<br /> Licensee's behalf certain functions permitted hereunder.
<br /> 1.3 "Documentation" means Licensor's User Guides and Training Manuals and any other written
<br /> materials provided by Licensor for aid in the use and operation of the Licensor Software that
<br /> Licensor indicates in writing as constituting "Documentation" under this Agreement.
<br /> 1.4 "Intellectual Property Rights" means all patents, inventions, trademarks, service marks,
<br /> copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential
<br /> information and all or any other intellectual or industrial property rights whether or not registered or
<br /> capable of registration, and whether subsisting in the United States or any other part of the world,
<br /> together with all or any goodwill relating to the same.
<br /> 1.5 "License Date" has the meaning set forth in Section 3.
<br /> 1.6 "Licensor Software" means Licensor's Ecolane DIRT software, in object code format, licensed to
<br /> Licensee hereunder and, in the event, Licensee purchases applicable license, all updates and
<br /> upgrades provided under the Support Services, if any. The "Mobile Module"shall be deemed part of
<br /> the Licensor Software for all purposes.
<br /> 1.7 "Mobile Module" means the portion of Licensor Software that is installed on a mobile unit.
<br /> 1.8 "Support Services" means Licensor's support and maintenance services described on Exhibit B.
<br /> 1.9 "Support Period" means the time period during which Licensee is current in license fees.
<br /> 2. SOFTWARE LICENSE
<br /> 2.1 License Grant. Subject to the terms and conditions hereof, Licensor grants to Licensee a non-
<br /> exclusive, limited, non-transferable, without right to sublicense, license to use and otherwise access
<br /> the Licensor Software, Mobile Module, and Documentation, all for Licensee's own internal business
<br /> uses. Under the foregoing license, Licensee may either (a) install and/or host the Licensor Software
<br /> and/or Mobile Module on Licensor's provided hardware, as agreed by the Parties under a separate
<br /> written installation and hosting agreement that shall include a right for Licensee to terminate, at its
<br /> convenience, Licensor's hosting of the Licensor Software without unreasonable penalties for early
<br /> termination, (b) install and/or host the Licensor Software and/or Mobile Module on Licensee's, or its
<br /> designated Contractor's, hardware in accord with Sections 2.2, 2.3, and 2.4, or (c) any combination
<br /> of the foregoing (a) and (b).
<br /> 2.2 License Restrictions; Licensee Rights and Obligations.
<br /> Licensee shall not:
<br /> a. modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise
<br /> attempt to discover the source code for the Licensor Software,
<br /> Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033
<br /> 4821-6909-6038.1
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