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MASTER SOFTWARE SERVICES AGREEMENT
<br />THIS MASTER SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of
<br />DATE CONTRACT IS SIGNED, by and between RUBICON GLOBAL, LLC, a Delaware limited liability company
<br />(“Rubicon”), and Orange County with a principal place of business at 1207 Eubanks Rd, Chapel Hill NC 27516 (“Client”).
<br />This contract is made pursuant to Sourcewell Contract #020221 -RUB by and between Rubicon Global, LLC and Sourcewell,
<br />which commenced March 26, 2021 (the “Sourcewell Contracts”). The County’s Sourcewell Account number is ID# 19656.
<br />In consideration of the mutual covenants and agreements made herein, and for other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
<br />1. Definitions.
<br />
<br />Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
<br />
<br />1.1 “Affiliate” means any entity that is controlled by Client, where “control” means the ownership of, or the
<br />power to vote, more than fifty percent (50%) of the voting stock, shares, or interests in an entity.
<br />1.2 “Agreement” means this Agreement, and any Orders, exhibits, Statements of Work and amendments to the
<br />foregoing.
<br /> 1.3 “Client” means the entity entering into this Agreement and any Affiliate designated in this Agreement or an
<br />Order which is authorized to receive the Subscribed Services. Client shall be fully respons ible for the performance of all of
<br />its Affiliates’ obligations under this Agreement.
<br />1.4 “Client Content” means all data, imagery, information and other content (a) transmitted by or on behalf of
<br />Client through the System; (b) provided by Client or on Client’s behalf for use in connection with the Subscribed Services; or
<br />(c) otherwise processed or stored by Rubicon or its contractors on Client’s behalf pursuant to this Agreement.
<br /> 1.5 “Documentation” means the then-current, commercially available user manuals, training materials and
<br />technical manuals relating to the Subscribed Services provided to Client by Rubicon pursuant to this Agreement.
<br />1.6 “Effective Date” means the earlier of (a) the date this Agreement and the first Order are accepted and
<br />signed by Rubicon; or (b) the date Client begins using or receiving the Subscribed Services.
<br /> 1.7 “Intellectual Property Rights” means, on a world-wide basis, any and all (a) rights associated with works of
<br />authorship, including without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark,
<br />service mark and trade name rights and any similar rights recognized under applicable law; (c) rights in confidential
<br />information and trade secret; (d) patents and patentable rights; (e ) all rights with respect to inventions, discoveries,
<br />improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other
<br />intellectual and industrial property rights of every kind or nature, whether arising by operation of law, contract, license or
<br />otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any
<br />renewals and extensions thereof (including, without limitation, any continuations, continu ations-in-part, divisions, reissues,
<br />substitutions and reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and
<br />remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such
<br />registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating th ereto;
<br />and to settle and retain all proceeds from any such actions).
<br />1.8 “Marks” means the trademarks, service marks or trade names of Client.
<br />1.9 “Order(s)” means the order(s), and any amendments thereto, executed by the parties and which references
<br />this Agreement. Each Order shall specify the Subscribed Services being subscribed for, the licensing pa rameters, the term of
<br />the Order, the applicable fees, billing period, and other charges, as well as payment terms. Each Order with the terms of th is
<br />Agreement, and any exhibits and amendments to such Order, is a separate and independent contractual obliga tion of Rubicon
<br />from any other Order. In the event of any conflict between the terms of this Agreement and the terms of any such Order, the
<br />terms of such Order shall prevail.
<br />Attachment A DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6
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