2021-216-E-IT-Dynamic Quest-Managed Service Desk

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DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: Terms & Conditions Master Service DYNAMIC QUEST,LLC Master Services Agreement The parties to this Master Services Agreement (this "Agreement") include Orange County, whose address (for billing purposes) is 131 W. Margaret Ln. Chapel Hill, NC 27278 and its affiliates (collectively, "Customer"), and Dynamic Quest, LLC ("Dynamic Quest"). For purposes of this Agreement, the date of this Agreement shall be deemed the latest date reflected in the signature blocks of Customer and Dynamic Quest to this Agreement. The purpose of this Agreement is to set forth the terms and conditions under which Dynamic Quest will provide certain Services (as defined below)for Customer. 1. This Agreement once executed by the parties creates a set of agreed-upon provisions that will be incorporated by reference and made a part of any contemporaneous and/or future documents executed by the parties hereto in respect of the(each, called an "Addendum") describing specific Services to be performed by Dynamic Quest for Customer. An Addendum must be signed by both parties and must state that it is made pursuant to, and governed by the terms of, this Agreement. Each Addendum, including the incorporated provisions of this Agreement, will constitute a separate contract. All references in this Agreement to"this Agreement"will be deemed to refer to the applicable Addendum and the incorporated provisions of this Agreement. 2. Changes to Service Provider Licensing Agreements (SPLAs)(as discussed below in Section 10)and price changes pursuant to Section 12 shall not require a written amendment to this Agreement or any Addendum but shall require Dynamic Quest to provide written notice(email is sufficient)to Customer. Additionally,from time to time, Dynamic Quest may revise its Master Services Agreement and shall provide written notice to Customer of such revisions. Customer shall be deemed to consent to such revisions by its continued use of services under this Agreement or any Addenda. Any amendment to this Agreement will apply to each Addendum signed on or after the date of the amendment and will apply to all previously executed Addendums if: (a)the amendment expressly so states; or(b) it is reasonably apparent from the terms and provisions of the amendment that it should apply to all prior Addendums. Any changes to an active Addendum must be in writing and must be signed by both parties. 3. "Services" means the services to be provided by Dynamic Quest, as specified in an Addendum. 4. The Customer agrees that any equipment utilized by Dynamic Quest, in the execution of this or any service that is not explicitly purchased by Customer shall remain the property of Dynamic Quest and must be returned if requested. The Customer further agrees to cease the use of any technology that remains the property of Dynamic Quest upon termination of this Agreement. 5. This Agreement and each Addendum will take effect when signed by both parties. The actual provision of Services will begin on the"Start Date"specified in each Addendum, which may or may not be the same as the effective date. Each Addendum will continue in effect until terminated by one (1)of the parties in accordance with Sections 33 or 34 of this Agreement] In the absence of such a termination: (a) if an Addendum specifies a term (the "Initial Term")or a specific termination date, that Addendum will automatically renew for successive renewal terms of equal duration to the agreed Initial Term(each, a"Renewal Term")upon expiration of the Initial Term and each Renewal Term thereafter unless the Addendum is terminated by the parties with ninety(90) days' prior written notice of the intent not to renew; or(b) if the Services consist of a specific project to be completed and no term of months or termination date is specified in the Addendum, the Addendum will automatically terminate, and not renew, upon completion of the project. 6. Each Addendum will specify all fees and costs that Customer will pay Dynamic Quest for the Services to be rendered pursuant to that Addendum. 7. Any tax or related charge resulting from this Agreement and any Addendum or any activities hereunder and thereunder,exclusive of tax based on net income,that Dynamic Quest shall be required to pay to or collect from any foreign, state, federal or local governmental authority shall be billed to Customer as a separate item and shall be paid by Customer as directed by Dynamic Quest, unless a valid exemption certificate is furnished by Customer to DYNAMIC QUEST Page: 6 of 13