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Mr. Chris Dwinell, GISP
<br />October 4, 2022
<br />Page 4
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<br />ATTACHMENT C – TERMS AND CONDITIONS
<br />Orange County, North Carolina (“Purchaser” or “Party”) and Avineon, Inc. (“Avineon” or “Party”)
<br />acknowledges and agrees that the following terms and conditions shall apply to the services performed
<br />pursuant to this Agreement (“Services”).
<br />1. Invoices will be generated upon completion of the Services by Avineon. Purchaser will pay Avineon
<br />within thirty calendar days from receipt of invoice.
<br />2. Confidential Information received by a Party shall be kept confidential for three years following
<br />completion of the Services or termination of this Agreement, whichever shall occur first, and shall not
<br />be disclosed to any other person except as required by law or with the prior written consent of the
<br />disclosing Party.
<br />3. Neither Avineon, Avineon's employees, nor Consultants are or shall be deemed to be employees of
<br />Purchaser. To the extent that Avineon has employees who perform Services under this Agreement,
<br />Avineon shall be solely responsible for the payment of compensation, including provision for
<br />employment taxes, worker's compensation, and any similar tax associated with employment of
<br />Avineon's employees.
<br />4. Purchaser agrees that it shall ensure that no person, firm, or company which controls or is controlled
<br />by or is an affiliate of it shall during the term of this Agreement and for a period of one year thereafter,
<br />solicit the engagement of any Consultant or employee of Avineon either directly or indirectly, including
<br />through the agency of a third party, unless agreed in writing by Avineon. If Consultant becomes
<br />employed directly by the Purchaser or person, firm, or company which controls or is controlled by or
<br />is an affiliate of it, Purchaser shall pay Avineon a placement fee of the Consultant’s annual salary.
<br />5. All materials and products developed under this Agreement by Avineon or its Consultants are the
<br />property of the Purchaser. Avineon retains all rights to methodology, knowledge, documents,
<br />software, and data brought to the Services by Avineon and used in the performance of the Services.
<br />No rights to Avineon’s property or proprietary interests existing prior to the start of the Services are
<br />passed hereunder or under any Schedule.
<br />6. Avineon warrants to Purchaser that the material, analysis, data, programs, and services to be
<br />delivered or rendered hereunder will be of the kind designated and will be performed by qualified
<br />personnel. Avineon makes no other warranties, whether written, oral, or implied, including without
<br />limitation warranty of merchantability or warranty of fitness for particular purpose.
<br />7. In no event shall Avineon be liable for special or consequential damages, whether or not the
<br />possibility of such damages has been disclosed to Avineon in advance or could have been
<br />reasonably foreseen by Avineon. Avineon's liability on any claim or loss or liability arising out of, or
<br />connected with, this Agreement, including breach of contract or warranty; for negligence; or for the
<br />sale, delivery, or use of any material, data, or programs, or the results of any services furnished
<br />hereunder, shall in no case exceed the amounts paid to Avineon by Purchaser under this Agreement.
<br />8. This Agreement shall be governed by and interpreted under the laws of the State of North Carolina
<br />without regard to its conflict of laws provisions and, unless the Parties agree to submit to binding
<br />arbitration, shall be heard in a court of competent jurisdiction in North Carolina.
<br />9. This Agreement together with any Schedules created hereunder constitute the entire agreement
<br />between the parties hereto with respect to the matters covered herein. No other agreements,
<br />representations, warranties or other matters, oral or written, purportedly agreed to or represented by
<br />or on behalf of Avineon by any of its salesmen, employees, or agents, or contained in any sales
<br />materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter
<br />thereof. Purchaser acknowledges that it is entering into this Agreement solely on the basis of the
<br />representations contained herein.
<br />DocuSign Envelope ID: CE2CEF2F-58C4-496C-8281-693B5CA0AF45
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