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EC88:46609:38165:1:FRANKFORT <br /> <br /> <br /> Page 1 of 12 <br />ORANGE COUNTY / CDP <br />SOFTWARE SERVICES AGREEMENT <br /> <br />Come the parties to this Agreement, Custom Data Processing, Inc. (“CDP and/or Lessor”), 1408 <br />Joliet Road, Romeoville, Illinois 60446, and Orange County, North Carolina, a political subdivision <br />of the State of North Carolina (hereinafter, the “County”), 131 West Margaret Lane, <br />Hillsborough, NC 27278 (CLIENT and/or Lessor) on August 1, 2022, and hereby enter into this <br />Agreement whereby CLIENT leases from CDP the following “Software”: <br />• CDPims/CDPmobile Software for Environmental Health. <br />(Hereinafter jointly referred to as the “Software"). <br /> <br />NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions <br />contained herein, and the payment of the fees specified herein, the Parties agree as follows: <br /> <br />A. Ownership <br />The Software is leased to the Lessee, not sold. All Software and any rights to this <br />Software (including any changes made at the request or suggestion of Lessee) is the <br />property of CDP hereinafter referred to as “Lessor". Title to each copy of the Software <br />and all related intellectual property rights embodied in or represented by the Software <br />will remain with Lessor at all times, as will all other rights not explicitly granted to Lessee <br />under this Agreement. <br /> <br />B. License grant <br />Lessor grants Lessee a nonexclusive, limited license to use the Software solely in object <br />code form, provided Lessee complies with all the terms and conditions of this <br />Agreement. The nonexclusive limited license will terminate upon the breach of this <br />Agreement, the expiration of the Agreement, or termination of this Agreement by either <br />of the parties to this Agreement. <br /> <br />C. Confidentiality <br />All Software, including its features and related information, are proprietary and <br />confidential information of Lessor. Lessee agrees not to disclose, release or provide any <br />documentation concerning the Software, or any related information to any third party <br />during the duration of this agreement without written authorization from Lessor. <br /> <br />Lessor shall hold in trust for the Lessee, and shall not use or disclose to any other <br />person, firm, or corporation during the term of this Agreement, or at any time <br />thereafter, any confidential information of Lessee to which Lessor obtains access in <br />connection with the provision of its services hereunder unless authorized to do so in <br />writing by Lessee. Any such disclosure by Lessor or the Lessor’s employees without <br />Lessee’s authorization shall represent a breach of this agreement and shall obligate <br />Lessor to pay damages, which damages shall be limited to direct damages and shall in <br />no event exceed the value of the contract and in no event shall Contractor be liable to <br />the Lessee for any indirect, special, incidental, exemplary or consequential damages <br />(including, without limitation, lost profits or goodwill) related to this Agreement or <br />arising from any cause of action whatsoever. However, Lessor’s obligation to pay <br />damages is contingent upon (1) the claim(s) not arising, in whole or in part, out of the <br />DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB