2021-400-E-Emergency Svc-BRYCER, LLC-The compliance engine

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2237531/5/13399.000 BRYCER, LLC 4355 Weaver Parkway Suite 230 Warrenville, IL 60555 June 25th, 2021 Orange County Emergency Services PO Box 8181 Hillsborough, NC 27278 Re: “The Compliance Engine” Dear Orange County Emergency Services: We look forward to providing you with “The Compliance Engine” (the “Solution”). This proposal letter provides the basic terms by which Brycer, LLC (“Brycer”) will provide you, Orange County Emergency Services (“Client”), with the Solution. The use of the Solution and all matters between Brycer and Client will be subject to the standard “Terms and Conditions” attached to this proposal as Exhibit A. The basic terms are as follows: 1. Term: Brycer will provide Client with the Solution for three years, commencing _ July 13, ___________, 2021 (the “Initial Term”). Thereafter, the Term shall automatically renew for successive three year periods unless terminated by Brycer or Client in writing at least 90 days prior to the expiration of the then current Term (each, a “Renewal Term” and together with the Initial Term, the “Term”). Following the expiration or termination of the Term (as provided in the Terms and Conditions), Client shall stop using the Solution; provided, however, Brycer shall make available, and Client shall have the right to download, Client’s data from the Solution for a period of 60 days after the expiration or termination of the Term. Client shall have the right to terminate this agreement upon giving 90 days written notice to Brycer. 2. Fees: Client shall not pay any fees for use of the Solution. Brycer will collect all fees due and payable by third party inspectors in connection with activities relating to the Solution. 3. Brycer Responsibilities: During the Term, Brycer shall be responsible for the following in connection with Client’s use of the Solution:  Availability. Brycer shall make the Solution available to Client as set forth on Exhibit B. The maintenance schedule and minimum service levels for the Solution are set forth on Exhibit B.  Service Level. Brycer shall provide commercially reasonable levels of customer service with respect to the Solution to all third parties who transact business with Client and access the Solution.  Backup. Brycer shall backup the database used in connection with the Solution to a separate server located within the same web hosting firm which the Solution is being hosted on a real time basis. Upon request by Client (which can be no more than once a month) or made prior to or within 60 days after the effective date of termination of the Term, Brycer will make available to Client a complete and secure (i.e. encrypted and appropriately authenticated) download file of Client data in XML format including all schema and attachments in their native format. Brycer shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and DocuSign Envelope ID: 95DEB6FB-21B6-49A2-9C4C-E9766586FB95