Orange County NC Website
Browse       Search
<br />A-0000000464 <br />CONFIDENTIAL 2 Rev . 03/31/2020 <br />Initial term of the SaaS and the Professional Services shall become due and payable within thirty (30) <br />days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). <br /> Section 8 Indemnity. <br />o Section 8(a) Indemnity. Section 8(a) Indemnity shall be deleted and replaced with the following: To the <br />extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify <br />and hold harmless the County from all loss, liability, claims or expense, including reasonable attorney’s <br />fees, arising out of or related to the Project and arising from property damage or bodily injury including <br />death to any person or persons caused in whole or in part by the negligence or misconduct of the <br />Provider except to the extent same are caused by the negligence or willful misconduct of the County. It <br />is the intent of this provision to require the Provider to indemnify the County to the fullest extent <br />permitted under North Carolina law. <br /> Section 10 Termination. <br />o Section 10(a) Termination for Convenience of the County. Section 10(a) is deleted and replaced with: <br />The Professional Services may be terminated without cause by the County and for its convenience upon <br />seven (7) days’ prior written notice to the Provider. <br /> Section 11 Additional Provisions. <br />o Section 11(a) Assignment. Section 11(a) Assignment shall be deleted and replaced with the following: <br />The County and the Provider each bind themselves, their successors, assigns and legal representatives to <br />the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in <br />this Agreement without the written consent of the other; provided, however, that the Provider may <br />transfer or assign this Agreement to the surviving entity in a merger or consolidation or to a purchaser <br />of all or substantially all of its assets without the written consent of the County. <br />o Section 11(g) Ownership of Work Product. Section 11(g) Ownership of Work Product is hereby deleted <br />and replaced with: If applicable, the ownership of any work product shall be set forth in Attachment A. <br />o The following order of precedence is hereby added: To the extent that these Amendments and <br />provisions of the Master Subscription Agreement are found to be in conflict with the terms of the <br />Services Agreement entered into the 1st day of July, 2021, the following order of precedence shall apply: <br />(1) these Amendments as set forth in this Addendum document, (2) the Services Agreement, (3) <br />Attachment A, and (4) Attachment B. <br /> <br /> <br />[SIGNATURE PAGE TO FOLLOW] <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9