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DocuSign Envelope ID:8D6BF819-7F7F-492F-B590-6156F7327668 <br /> tyler•••..• <br /> • technologies <br /> LICENSE AND SERVICES AGREEMENT <br /> This License and Services Agreement is made between Tyler Technologies, Inc. and Client. <br /> WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the <br /> Investment Summary and Tyler desires to perform such actions under the terms of this Agreement; <br /> NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this <br /> Agreement,Tyler and Client agree as follows: <br /> SECTION A—DEFINITIONS <br /> • "Agreement" means this License and Services Agreement, including the Exhibits and Schedules <br /> thereto, and as further defined in Section 1(11). <br /> • 'Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy <br /> is attached as Schedule 1 to Exhibit B. <br /> • "Client" means Orange County, North Carolina, a body politic and corporate of the State of North <br /> Carolina. <br /> • "Defect" means a failure of the Tyler Software to substantially conform to the Functional <br /> Requirements or their functional equivalent. Any functional equivalent to cure a defect will be <br /> mutually agreeable to both parties and will be substantially similar in how it conforms to the original <br /> Functional Requirement. Future functionality may be updated, modified, or otherwise enhanced <br /> through our maintenance and support services, and the governing functional descriptions for such <br /> future functionality will be set forth in our then-current Documentation. A"Defect" does not include a <br /> lack of functionality in the Tyler Software identified solely as a result of a change in your Internal <br /> Business Purposes. <br /> • "Developer" means a third party who owns the intellectual property rights to Third Party Software. <br /> • "Documentation" means any online or written documentation related to the use or functionality of <br /> the Tyler Software that we provide or otherwise make available to you, including instructions, user <br /> guides, manuals and other training or self-help documentation. <br /> • "Effective Date" means the date on which your authorized representative signs the Agreement. <br /> • "Force Majeure" means an event beyond the reasonable control of you or us, including, without <br /> limitation, governmental action,war, riot or civil commotion,fire, natural disaster, or any other cause <br /> that could not with reasonable diligence be foreseen or prevented by you or us. <br /> • "Functional Requirements" refer to our affirmative responses to the functional requirements <br /> described in your RFP and set forth in our Proposal,which responses are incorporated herein by <br /> reference. For the avoidance of doubt, an "affirmative response" means that we indicated the <br /> functionality exists as a standard feature within the Tyler Software, or could be made available to you <br /> as a custom modifications. Functional Requirements that are associated with a custom modification <br /> are only in-scope to the extent you have purchased the development services to deliver the custom <br /> modification. <br /> • "Internal Business Purposes" means those administrative and operational functions you perform in <br />