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EXHIBIT A: <br />Scope of Service <br />The following additional terms are hereby incorporated: <br />1. Scope of Work. <br />a) This Services Agreement (“Agreement”) is for the County to License Provider’s proprietary <br />software and related professional consulting services to be rendered by Provider to County <br />with respect to a Microtransit Pilot Project (the “Pilot”). <br /> <br />2. Term of Agreement: Duration of Services <br />a) Term of Agreement. The term of this Agreement begins on the Effective Date and continues <br />for a period of one (1) year following the Implementation Date (as defined in Exhibit A, <br />Scope of Services). <br />b) The Agreement shall be renewed automatically for three (3) additional one (1) year periods <br />unless the County has provided Provider with notice of intent to not renew not fewer than <br />ninety (90) days prior to the end of the Term. <br />c) Scheduling of Services <br />i. The Implementation Date shall be as set forth in Exhibit A, Scope of Services, and occurs <br />when the deployment of the Pilot is completed, as evidenced by Provider providing the <br />County with a written notice to proceed. <br />3. Indemnity, Intellectual Property Infringement Protection and Limitations of Liability <br />a) Intellectual Property Infringement Protection. Provider shall defend County from any and <br />all third-party losses, liabilities, damages, judgments, awards, expenses, claims, actions, <br />lawsuits and costs, including reasonable attorneys’ fees awarded against the County in <br />connection with any third-party claim that the Service infringes that party’s United States <br />patent or copyright . The County may participate, at County’s own expense, in the defense <br />of such claim. <br />If any part of the Service is, or in Provider’s judgment may become, the subject of any such <br />proceeding Provider may, at its expense and option, do one of the following: (i) procure for <br />County the necessary right to continue using the Service; (ii) replace or modify the <br />infringing portion of the Service with a functionally equivalent item or portion thereof, or <br />(iii) if none of the foregoing are commercially reasonable, terminate County’s right to use <br />the Service or the affected portion thereof, and refund to County an amount equal to the <br />prepaid Service Fee or the affected portion thereof, less amortization for its use on a straight <br />line basis over a period of five (5) years from the Effective Date. The preceding sets forth <br />Provider’s only obligations and County’s sole and exclusive remedies with respect to <br />infringement or misappropriation of intellectual property rights. <br />Provider will not be liable for any claim of infringement that is based upon (i) the <br />combination of the Service, or any part of the Service, or any product, software, hardware, <br />machine, or device which is not delivered by Provider or identified by Provider in its <br />specifications as necessary to operate the Service, (ii) any modification of the Service or by a <br />party other than Provider, or (iii) the use of a version of the Service other than a current, <br />unaltered release of the Service if such infringement would have been avoided by the use of a <br />current, unaltered release. <br />b) Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE NORTH <br />DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25