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<br /> <br />NORTH CAROLINA <br />[Departmental Use Only] <br />TITLE Zoom Services <br />FY 23 <br />ZOOM SERVICES AGREEMENT <br /> <br />ORANGE COUNTY <br /> <br />This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of <br />September, 2022, (“Effective Date”) by and between Orange County, North Carolina a <br />political subdivision of the State of North Carolina (hereinafter, the "County" or “Customer”) <br />and Zoom Video Communications, Inc., (hereinafter, the "Provider" or “Zoom”). <br /> <br />WITNESSETH: <br /> <br />That the County and Provider, for the consideration herein named, do hereby agree as <br />follows: <br /> <br />1. 1. Services <br /> <br />a. a. Scope of Work. <br /> <br />i. i) This Agreement is for services to be rendered by Provider to County with <br />respect to the Zoom Services as further described in the Addendum to this <br />Agreement attached hereto and referenced herein as Attachment 1. <br /> <br />i. ii) By executing this Agreement, the Provider represents and agrees that Provider <br />is qualified to perform and fully capable of performing and providing the services <br />required or necessary under this Agreement in a fully competent, professional <br />and timely manner. <br /> <br />i. iii) Time is of the essence with respect to this Agreement. <br /> <br />i. iv) The services to be performed under this Agreement consist of Basic Services, <br />as described and designated in Section 3 hereof. Compensation to the Provider <br />for Basic Services under this Agreement shall be as set forth herein. <br /> <br />i. 2. Responsibilities of the Provider <br /> <br />a. a. Services to be provided. The Provider shall provide the County with all services <br />required in Section 3 to satisfactorily complete the Project within the time limitations <br />set forth herein and in accordance with the highest professional standards. <br /> <br />a. b. Standard of Care. <br /> <br />i. i) The Provider shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the highest generally accepted standards <br />of this type of Provider practice throughout the United States and in accordance <br />with applicable federal, state and local laws and regulations applicable to the <br />performance of these services. Provider is solely responsible for the professional <br />DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E