2024-613-E-IT Dept-Bibliocommons Corp -Software implementation and annual subscription fee

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LIBRARY SUBSCRIPTION MASTER AGREEMENT THIS LIBRARY SUBSCRIPTION AGREEMENT (this “Agreement”) is made this 30th day of September, 2024 (“Effective Date”) between BiblioCommons Corp., a corporation constituted under the laws of the Province of Ontario, Canada (“BiblioCommons”) and the Orange County, a political subdivision of the State of North Carolina (“Subscriber”) (Individually, a “Party” and collectively, the “Parties”). The terms and conditions of this Agreement shall govern the Service(s) (as defined below) to be provided by BiblioCommons under any Order Form (as defined below) executed by the Parties, as though the provisions of this Agreement were set forth in their entirety within such Order Form. This Agreement shall incorporate the “Services Agreement No RFP/RFQ” entered into by the parties on 30 September 2024. In the event of any conflict or inconsistency between this Library Subscription Master Agreement and the Services Agreement No RFP/RFQ, the “Services Agreement No RFP/RFQ” shall prevail. NOW THEREFORE in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties agree as follows: 1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION 1.1 Definitions. Whenever used in this Agreement, the following words and terms shall have the meanings set out below: (a) “Agreement” has the meaning ascribed to it in the introductory paragraph; (b) “Authorized Patron” means a person who has a numbered library account with Subscriber and is authorized by Subscriber to use the Service; (c) “BiblioCommons” has the meaning ascribed to it in the introductory paragraph; (d) “Breaching Party” has the meaning ascribed to it in SectionError! Reference source not found. hereof; (e) “Business Day” means a day, other than a Saturday or a Sunday or statutory holiday in the jurisdiction of either Party; (f) “BiblioWeb Service” has the meaning set out in the applicable Order Form; (g) “Confidential Information” means any information disclosed by a Party to the other Party pursuant to this Agreement in a context which would cause a reasonable person to believe the information is intended to be treated as confidential, including but not limited to, documents expressly designated as confidential, any information related to BiblioCommons proprietary services and software including the Service, Secure Personal Information, and information related to Subscriber’s processes, products, employees, facilities, equipment, security systems, information systems, finances, marketing plans, suppliers, or distributors; provided, however that “Confidential Information” shall not include information that: (i) is now available or becomes available to the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization of the Disclosing Party; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is disclosed to a third party by the Disclosing Party without a duty of confidentiality; (v) is known to the Receiving Party prior to disclosure; (vi) is at any time developed by the Receiving Party independently of any such disclosure(s) from the Disclosing Party; or (vii) must be disclosed as required by law; (h) “Core” or “Core Service” has the meaning set out in the applicable Order Form; (i) “Disclosing Party” has the meaning ascribed to it in Section 5.1 hereof; to (j) “Designated Person” is the person designated by the Subscriber to receive all notices, consent and other communication. See Sections 9.12, 9.13 and 9.14; (k) “Effective Date” has the meaning ascribed to it in the introductory paragraph; (l) “Fees” means the fees for the Services set out in the applicable Order Form, as adjusted for Renewal Terms from time to time as set out in Section 3.1(b); (m) “Force Majeure Event” has the meaning ascribed to it in Section 9.4; (n) “ILS” means the Subscriber’s Integrated Library System, used for library circulation, cataloging and other services; (o) “Initial Term” has the meaning ascribed to it in Section 2.2 hereof; (p) “Intellectual Property Right” means any intellectual property right recognized by law, including any intellectual property right protected through legislation (such as that governing patents, copyright or trademarks) or arising from protection of information as a trade secret, confidential information or common law trademark right; Docusign Envelope ID: 49D5B7A4-3432-4225-B626-F266F1A79679