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DocuSign Envelope ID:77803446-26E8-4424-B300-15F947931 AE8
<br />MASTER SOFTWARE LICENSE AND SUPPORT AGREEMENT
<br />Between
<br />Orange County EMS and
<br />Bradshaw Consulting Services,Inc.
<br />THIS AGREEMENT is made this 4th day of May 2017 (the "Effective Date"), by
<br />and between Orange County EMS ("Licensee"), and Bradshaw Consulting Services, Inc., a South
<br />Carolina corporation ("BCS").
<br />Recitals
<br />Licensee desires to license from BCS certain software products and related documentation as described in such written
<br />Schedules(as defined below)as may be agreed upon by the Parties in accordance with the terms of this Agreement,and BCS desires
<br />to license to Licensee such software products and related documentation. The license arrangement may, but need not, include
<br />installation and implementation of one or more computer programs,creation or provision of related printed material,as well as other
<br />development,support and maintenance services,all as may be described in appropriate Schedules to this Agreement.
<br />Agreement
<br />In consideration of the foregoing Recitals (which received by the receiving Party from a third party who
<br />are incorporated herein) and the mutual covenants and is not under an obligation of confidentiality; or(iv)is
<br />agreements contained herein, the Parties hereto agree as independently developed by the receiving Party
<br />follows: without reference to or use of the other Party's
<br />Confidential Information.
<br />1. Definitions.
<br />1.4 Defect. "Defect" means the failure of the
<br />The following terms, when used in this Agreement,Licensed Products to perform in all material respects
<br />shall have the following meanings: in accordance with the Documentation or to perform in
<br />all material respects in accordance with such other
<br />1.1 Agreement. "Agreement" shall mean this warranties, descriptions and specifications as may be
<br />document and all exhibits referenced herein and set forth herein or in a Schedule hereto.
<br />attached hereto,and any and all Schedules entered into
<br />hereunder. 1.5 Documentation. "Documentation" shall
<br />mean any and all written or electronic documentation
<br />1.2 Annual Maintenance Fee. "Annual furnished or generally made available to licensees by
<br />Maintenance Fee" shall mean the annual maintenance
<br />BCS relating to the Software, including the
<br />fee for the Licensed Products,if any. Specifications and any operator's, user's or training
<br />manuals.
<br />1.3 Confidential Information. "Confidential
<br />Information" shall mean, with respect to a Party 1.6 Installation Site. "Installation Site", if
<br />hereto,all information or material which: (i)gives that applicable, shall mean the site where the Licensed
<br />Party some competitive business advantage or the Products are to be installed.
<br />opportunity of obtaining such advantage, or the
<br />disclosure of which could be detrimental to the 1.7 Intellectual Property.Intellectual
<br />interests of that Party; and (ii)which is (A)marked Property" shall mean all inventions (whether or not
<br />Confidential," "Restricted," or "Proprietary protectable under patent laws), works of authorship,
<br />Information" or other similar marking, (B)known by information fixed in any tangible medium of
<br />the Parties to be considered confidential or proprietary,expression(whether or not protectable under copyright
<br />or (C)which should be known or understood to be laws), moral rights, mask works, trademarks, trade
<br />confidential or proprietary by an individual exercising names, trade dress, trade secrets, know-how, ideas
<br />reasonable commercial judgment in the circumstances. whether or not protectable under trade secret laws),
<br />Confidential Information does not include information concepts, techniques and all other subject matter
<br />to the extent that such information: (i)is or becomes protectable under patent, copyright, moral right, mask
<br />generally known to the public by any means other than work, trademark, trade secret, or other laws, including
<br />a breach of the obligations of a receiving Party without limitation all new or useful art, combinations,
<br />hereunder; (ii)was previously known to the receiving discoveries, formulae, manufacturing techniques,
<br />Party as evidenced by its written records;(iii)is rightly
<br />1
<br />CORE/0804998.0008/128897050.2
<br />EXHIBIT 1
<br />March 15, 2023
<br />DocuSign Envelope ID: 3A3B749D-89FA-4DD4-AB4B-396224600A6A
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