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Page 1 of 15 CONFIDENTIAL <br />TECHNOLOGY LICENSE AND SERVICE AGREEMENT <br />This Technology License and Service Agreement (this “Agreement”) dated as of the last <br />signature to this Agreement (the “Effective Date”) is by and between TransLoc Inc., a Delaware <br />corporation, with its principal place of business located at 4505 Emperor Blvd., Suite 120, Durham, <br />NC 27703 (“Company”), and Orange County, North Carolina, a political subdivision of the State <br />of North Carolina (“Customer”). <br />Description of Agreement <br />Customer wishes to access Company’s Service in accordance with the terms of this <br />Agreement. Company wishes to make the Service and Equipment available to Customer on the <br />terms and conditions described in this Agreement. Therefore, the parties agree as follows: <br />1. Definitions. <br />1.1. “Activation Date” means when the Software is available to Go Live. <br />1.2. “Affiliates” means an entity that owns, is owned by, or is under common ownership <br />with a party, in each case where ownership is direct and is greater than 50%. <br />1.3. “Confidential Information” means any non-public information or data whether in <br />written, electronic, or other tangible form, or provided orally or visually, that is <br />disclosed by or on behalf of one party (a “Disclosing Party”) to the other party (a <br />“Receiving Party”), whether owned by the Disclosing Party or a third party, <br />pursuant to this Agreement. Confidential Information of Customer includes, but is <br />not limited to, Customer’s financial and business information. Confidential <br />Information of Company includes, but is not limited to, the terms of this <br />Agreement; the structure, organization, design, algorithms, methods, templates, <br />data models, data structures, flow charts, logic flow, and screen displays associated <br />with the Software and the Service; the Documentation; and Company’s pricing, <br />sales, proposals, implementation, and training materials, and procedures. <br />Confidential Information does not include information that: (a) is or becomes <br />publicly known or available without breach of this Agreement; (b) is received by a <br />Receiving Party from a third party without breach of any obligation of <br />confidentiality; or (c) was previously known by the Receiving Party as shown by <br />its written records. <br />1.4. “Day(s)” means calendar day(s), unless otherwise specified. <br />1.5. “De-Identified Data” means data that does not contain information that identifies <br />Customer or Users. <br />1.6. “Documentation” means any instructional and user manuals relating to the <br />Service, which may be amended from time to time by Company. <br />EXHIBIT D: TECHNOLOGY LICENSE AND SERVICE AGREEMENT <br />DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A