2022-522-E-Emergency Svc-Social Solutions Global-Case Management Software

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1 Exhibit A PUBLIC ENTITY RIDER TO MASTER SERVICES AGREEMENT This Rider (“Rider”) is attached to the Master Services Agreement dated effective October 1, 2022 (the “Master Services Agreement”), between Orange County Emergency Services (“Client”) and Social Solutions Global, Inc. (“SSG”), to modify the terms and conditions to the Master Services Agreement. Client and SSG each may be referred to individually as a “Party” and collectively as the “Parties.” The Parties agree to modify the terms and conditions of the Master Services Agreement as follows: 1. Section 5.1 General. Section 5.1 is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Fees and payment terms are specified in the applicable Order Form. All fees are in United States Dollars and exclude taxes. Client is responsible for payment of all applicable taxes (excluding those on SSG's net income) relating to the provision of the Services. Except as otherwise expressly specified in the Order Form, all recurring fees payment obligations start from the execution of the Order Form. SSG may increase recurring fees on an annual basis upon 60 days prior written notice. Unless otherwise specified in the Order Form, payment of invoiced fees is due 30 days after the invoice date. In the event the amount stated on an invoice is disputed in good faith by the Client, the Client may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Interest accrues on past due balances at the lesser of 1½% per month or the highest rate allowed by law. Failure to make timely payments is a material breach of the Agreement and SSG will be entitled to suspend any or all of its performance obligations hereunder in accordance with the provisions of Section 11.4 and/or to modify the payment terms, and to request full payment before any additional performance is rendered by SSG. As may be allowed by North Carolina law, Client agrees to reimburse SSG for expenses incurred, including interest and reasonable attorney fees, in collecting amounts due SSG hereunder that are not under good faith dispute by Client. Amounts paid or payable for SaaS Services are not contingent upon the performance of any Professional Services. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SSG regarding future functionality or features.” 2. Section 6(a) Ownership. Section 6(a) is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Ownership. The SaaS Services and all equipment, infrastructure, websites and other materials provided by SSG in the performance of Services will always remain the exclusive, sole and absolute property of SSG or its licensors. Client does not acquire any right, title, or interest in or to the SaaS Services. If Client provides any suggestions, ideas, enhancement requests, feedback, or recommendations relating to the SaaS Services or Professional Services (collectively, “Feedback”), provided that such Feedback does not contain Confidential Information of Client, SSG may use such Feedback as it deems appropriate in its sole discretion without any restriction or obligation to Client. Client has no obligation to provide Feedback. All rights, title and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to the SaaS Services and the related logos, Service names, etc. and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright, patent, trademark, service mark or proprietary rights notices on any portion of the SaaS Services or other materials, including SSG Documentation.” 3. Section 8.1 SSG Indemnity. Section 8.1 is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7