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<br />EXHIBIT A: SPECIAL TERMS AND CONDITIONS <br />ORDER NUMBER: Q-04517 CUSTOMER NAME: ORANGE COUNTY, NC <br />Summary of mutually agreed-upon non-standard language. These special terms and conditions supersede only those <br />inconsistent terms in the Routeware, Inc. Master Sales and Licensing Agreement (“MSLA”). All other language in the <br />MSLA remains in full force and effect. <br /> <br />Document Name, <br />Section Number, <br />Section Title <br /> <br />Standard Language <br /> <br />Agreed-Upon Non-Standard Language <br /> <br /> <br /> <br /> <br /> <br />MSLA <br />Section 11.8 (c) <br />Dispute Resolution <br /> <br /> <br />(c) If the negotiations do not resolve the Dispute <br />within ten (10) business days of their <br />commencement or such negotiations do not <br />commence within seven (7) days of request by the <br />other party in writing, then either party shall be <br />free to pursue all rights and remedies as set forth <br />in this Section 11.8. <br />(c) If the negotiations do not resolve the Dispute within <br />ten (10) business days of their commencement or such <br />negotiations do not commence within seven (7) days of <br />request by the other party in writing, then either party <br />shall be free to pursue all rights and remedies as set <br />forth in this Section 11.8. County is a Department of <br />the County of Orange, State of North Carolina and <br />nothing in this Agreement waives County's right for <br />any dispute arising out of or related to this Agreement <br />to be heard in a court of competent jurisdiction in <br />Orange County, North Carolina. Venue for any such <br />dispute shall be Orange County, North Carolina. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />MSLA <br />Section 11.8 (d) <br />Dispute Resolution <br />(d) Any and all controversies, claims, or disputes <br />arising out of this Agreement, including any breach <br />of this Agreement, shall be subject to binding <br />arbitration under the Arbitration Rules set forth by <br />the American Arbitration Association (the “Rules”) <br />and pursuant to Oregon law. Disputes that <br />Customer agrees to arbitrate, and thereby agrees <br />to waive any right to a trial by jury, include any <br />statutory claims under state or federal law. The <br />place of arbitration shall be Portland, Oregon. <br />Oregon State law shall apply. The arbitrator shall <br />have no authority to award any punitive, <br />exemplary, special or consequential damages of <br />any kind. Judgment on the award rendered by the <br />arbitrator(s) may be entered in any court having <br />jurisdiction thereof. The number of arbitrators <br />shall be one (1). The arbitrator shall have the <br />power to decide any motions brought by any party <br />to the arbitration, including motions for summary <br />judgment and/or adjudication and motions to <br />dismiss and demurrers, prior to any arbitration <br />hearing. The arbitrator shall issue a written <br />decision including findings of fact and conclusions <br />of law on the merits of its award. The arbitrator <br />shall have the power to award any remedies, <br />including attorneys’ fees and costs, available under <br />applicable law. <br />INTENTIONALLY OMITTED. <br /> <br />(d) Any and all controversies, claims, or disputes arising <br />out of this Agreement, including any breach of this <br />Agreement, shall be subject to binding arbitration <br />under the Arbitration Rules set forth by the American <br />Arbitration Association (the “Rules”) and pursuant to <br />Oregon law. Disputes that Customer agrees to <br />arbitrate, and thereby agrees to waive any right to a <br />trial by jury, include any statutory claims under state or <br />federal law. The place of arbitration shall be Portland, <br />Oregon. Oregon State law shall apply. The arbitrator <br />shall have no authority to award any punitive, <br />exemplary, special or consequential damages of any <br />kind. Judgment on the award rendered by the <br />arbitrator(s) may be entered in any court having <br />jurisdiction thereof. The number of arbitrators shall be <br />one (1). The arbitrator shall have the power to decide <br />any motions brought by any party to the arbitration, <br />including motions for summary judgment and/or <br />adjudication and motions to dismiss and demurrers, <br />prior to any arbitration hearing. The arbitrator shall <br />issue a written decision including findings of fact and <br />conclusions of law on the merits of its award. The <br />arbitrator shall have the power to award any remedies, <br />including attorneys’ fees and costs, available under <br />applicable law. <br /> <br /> <br /> <br />Effective 01/01/2023 <br />DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC