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1 <br /> <br /> <br />CHMURA MASTER LICENSE AGREEMENT <br /> <br />This Master License Agreement (this “Agreement”) is effective as of ___________ (the <br />“Effective Date”), and is made by and between Chmura Economics & Analytics, LLC, a <br />Virginia limited liability company located at 1309 East Cary Street, Richmond, VA 23219 <br />(“Chmura”), and, Orange County North Carolina a _________________, located at P.O. Box <br />8181 Hillsborough, NC 27278 (“Client”). <br /> <br />Recitals: <br /> <br />Whereas, Client desires to obtain from Chmura, and Chmura is willing to grant to Client, on the <br />terms and conditions set forth herein, a license to certain Products (as defined below) as specified <br />on one or more order forms attached hereto (each an “Order Form”). <br /> <br />Now, Therefore, in consideration of the mutual promises and covenants set forth herein, the <br />receipt and sufficiency of which is hereby acknowledged, Chmura and Client hereby agree as <br />follows: <br />1. Definitions. <br />(a) “Affiliate” of an entity means any entity which, directly or indirectly, controls, is <br />controlled by or is under common control with such entity, where control means the ability to <br />direct the affairs of an entity through ownership of voting interest, contract rights or otherwise. <br />(b) “API Feeds” means the API feeds of Chmura Data which Client may use if <br />included in an Order Form by using an API key provided by Chmura. <br />(c) “Chmura Data” means Chmura’s proprietary data provided to Client in any <br />manner. <br />(d) “Chmura Intellectual Property” means: (i) the Chmura Software; (ii) the Chmura <br />Data; (iii) the Reports; (iv) the API Feeds; (v) the Documentation; (vi) all Derivative Works of <br />the foregoing; and (vii) and all patents, copyrights, trade secret rights and other intellectual <br />property rights now or hereafter in existence with respect to the foregoing (i) – (vi), in any part <br />of the world. <br />(e) “Chmura Software” means: (i) Chmura’s proprietary, online JobsEQ® workforce <br />and economic management software, located at www.JobsEQ.com;, (ii) Chmura’s proprietary, <br />online Career Concourse™ platform; and (iii) modeling tools, analytics tools, or other tools or <br />features, and all datasets relating to or included in the foregoing. <br />(f) “Claim” shall have the meaning set forth in Section 7(a) below. <br />(g) “Client Systems” means the Client’s information technology infrastructure, <br />including computers, software, hardware, databases, electronic systems (including database <br />management systems), applications, internal tools, and networks, whether operated directly by <br />Client or through use of third-party services. <br />(h) “Client Indemnitees” shall have the meaning set forth in Section 7(a) below. <br />(i) “Client User Information” means all data in any format relating to End Users or <br />Client employees or agents. <br />Exhibit A <br />Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B