2021-536-E-IT Dept-Innovative Interfaces Inc-Sierra and Encore Annual Maint (Library)

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Exhibit A INNOVATIVE INTERFACES INCORPORATED PERPETUAL LICENSE AGREEMENT This Perpetual License Agreement is entered into by and between Innovative Interfaces Incorporated, a California corporation (“Innovative”), and the party identified as Client below (“Client”), as of the “Effective Date” also set forth below. Client Orange County Public Library Address 137 West Margaret Lane Hillsborough, NC 27278 Client Technical Contact: Name: Phone: Effective Date August 1, 2021 Customer No. CU0756 1. Definitions. “GTCs” means the Innovative Interfaces Incorporated Perpetual License Agreement General Terms and Conditions in effect as of the time of execution of this License Agreement, a copy of which can be found in Exhibit B. “Support Terms” means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions, as may be amended from time to time by Innovative, a copy of which can be found in Exhibit C. “Hosting Terms” means the Innovative Interfaces Incorporated Hosting Terms and Conditions , as may be amended from time to time by Innovative, a copy of which can be found in Exhibit D. 2. General. Innovative and Client agree that this Perpetual License Agreement (“License Agreement”) is a binding agreement between the parties and is governed by (i) the GTCs, (ii) to the extent that the attached Pricing Exhibit indicates that Client has purchased maintenance and support, then the Support Terms and (iii) to the extent that the attached Pricing Exhibit indicates that Client has purchased hosting services, then the Hosting Terms, all of which are made a part hereof. This License Agreement, the GTCs, the Support Terms and Hosting Terms, to the extent specified in the Pricing Exhibit, and all other exhibits, schedules and terms and conditions referenced by or in this License Agreement, the GTCs, Support Terms or Hosting Terms together constitute the “Agreement.” Client acknowledges and agrees that it has had the opportunity to review the Agreement, including without limitation, the GTCs, Support Terms and Hosting Terms , prior to the execution of this License Agreement. Innovative recommends that Client print a copy of each component of this Agreement for Client’s records. Unless otherwise specified, capitalized terms in this License Agreement have the same meaning as those in the GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of New York, without regard to any other laws that would require the application of the laws of another jurisdiction. Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. In consideration of Innovative’s continued grant to Client of licenses to the Software as described within Exhibit A, Client acknowledges, and the parties agree all other existing software agreements and associated purchase orders between the parties for the software identified in Exhibit A, including but not exclusive of the Sierra Software Agreement made on December 5, 2012 (“Prior Agreement(s)”), will be deemed to be immediately terminated by the parties’ mutual written agreement and all such software under the Prior Agreement(s), and as identified in Exhibit A, will be deemed Software (as defined in the GTCs) licensed and supported under the terms of this License Agreement. To the extent Client remains in possession of any proprietary Innovative documentation or materials subject to the Prior Agreements Client agrees that it shall continue to keep such documentation and materials confidential pursuant to the terms of the Agreement. EXHIBITS TO LICENSE AGREEMENT DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2