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12 <br /> Attachment 1 <br /> SOFTWARE LICENSE AND MAINTENANCE AGREEMENT <br /> Between <br /> TRAPEZE SOFTWARE GROUP,INC. d.b.a. TripSpark Technologies ("TripSpark"),with a place of <br /> business at 5265 Rockwell Drive Ne, Cedar Rapids, Iowa 52402, U.S.A. <br /> And <br /> ORANGE COUNTY TRANSPORTATION SERVICES ("Licensee")with its principal place at business <br /> at 600 NC-86,Hillsborough, North Carolina 27278, U.S.A. <br /> Notice Information: <br /> If intended for TripSpark,to: If intended for Licensee,to: <br /> 1980 Matheson Blvd. Unit D <br /> Mississauga, Ontario L4W 5N3 <br /> Contact: Legal Department Contact: <br /> Telephone: 905-629-8727 Telephone: <br /> Number of Pages in this Agreement including attached Exhibits: _ <br /> This terms and conditions of this Agreement shall govern all dealings between TripSpark and the Licensee for the <br /> purchase of goods and services from TripSpark. This Agreement,including its Exhibits(Exhibit A,Exhibit B, <br /> Exhibit C,Exhibit D) shall apply in place of and prevail over any preceding or subsequent terms and conditions <br /> contained or referred to in any of the Licensee's purchase orders,correspondence or elsewhere or implied by <br /> trade,custom,practice, or course of dealing and any purported provisions to the contrary are hereby extinguished <br /> or excluded. Without limiting the generality of the foregoing,TripSpark will not be bound by any standard or <br /> printed terms produced by Licensee. Licensee expressly acknowledges that no provisions, representations, <br /> undertakings, agreements,regarding the goods or services to be provided hereunder,have been made,other than <br /> those contained in this Agreement. The parties agree that no obligations or duties not set out expressly herein shall <br /> be imposed upon the parties or implied by law. <br /> Signed for and on behalf of Trapeze Software Group,Inc. Signed for and on behalf of Orange County <br /> Transportation Services <br /> By: By: <br /> Print Name: Print Name: <br /> Title: Title: <br /> Date: Date: <br />