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Unified Master Services Agreement Page 1 | 10 v.13.0 2.2.2022
<br />CASTLEBRANCH
<br />UNIFIED MASTER SERVICES AGREEMENT
<br />This Unified Master Services Agreement ("Agreement") is dated May 6, 2025 ("Effective Date") and is
<br />entered into by and between: Orange County Human Resources ("Client"), with a notice address of 131 West
<br />Margaret Lane, Hillsborough, NC 27278; Attn: Brenda Bartholomew, and DISA Global Solutions, Inc., d/b/a
<br />CastleBranch ("Vendor"), with a notice address of 1844 Sir Tyler Drive, Suite 200, Wilmington, North
<br />Carolina 28405; Attn: Legal. Client desires to engage Vendor to provide Services (defined below) as Client and
<br />Vendor may agree from time to time. Client and Vendor have agreed to the terms and conditions upon which
<br />Vendor will provide the Services; and Client and Vendor desire to memorialize the same in writing. In consideration
<br />of the forgoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, Client and Vendor agree as follows:
<br />1. Definitions: As used in this Agreement, the following terms shall have the meanings ascribed to them below:
<br />1.1. "Account" means the individual registration and account of Client, and each User for access to the Services.
<br />1.2. "Aggregate Data" means any information or data obtained or accessible by Vendor, as a result of individuals
<br />creating Accounts or accessing or using the Services or Vendor’s website, software, products, or services ,
<br />that has been depersonalized and anonymized by removal of all Personal Information and other information
<br />that could be used to identify the Client or a specific individual.
<br />1.3. "Agreement" means this Agreement, any Service Orders, and any addenda or exhibits, that may be attached
<br />hereto, which shall be specifically incorporated herein, as may be renewed, modified, or amended.
<br />1.4. "Affiliated Unit" means (a) if Client is an educational institution (or program, department, or school therein),
<br />a health care facility that is affiliated with or a party to a contract with Client that permits Client to place or
<br />schedule Client’s students with the health care facility for purposes of completing clinical, experiential,
<br />residency, or other educational, degree, or licensure requirements; and (b) if Client is a health care system or
<br />health care facility, a program, department, or school at an educational institution that is affiliated with or a
<br />party to a contract with Client that permits the program, department or school to place or schedule its students
<br />with Client for purposes of completing clinical, experiential, residency, or other educational, degree, or
<br />licensure requirements.
<br />1.5. "Authorized User" means a Client employee who is authorized by Client to access and use the Services.
<br />1.6. "Data Breach" means a breach of security leading to the unauthorized or accidental acquisition, theft, loss,
<br />disclosure, or access of or to Personal Information , relative to this Agreement, from Vendor or Vendor’s
<br />network or system, or Client or Client’s network or system, as applicable.
<br />1.7. "Data Protection Law" means all applicable legislation relating to data protection and privacy including ,
<br />without limitation, the EU Data Protection Directive 95/46/EC and all local laws and regulations which
<br />amend or replace any of them, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”),
<br />together with any national implementing laws in any member state of the European Union or, to the extent
<br />applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms
<br />“process,” “processes,” and “processed” will be construed accordingly.
<br />1.8. "Documentation" means any technical, product, service, or other business information, manuals, “help”
<br />files, instructions, descriptions, or specifications provided or made available by Vendor and applicable to the
<br />Services or any Vendor network, platform, or software. "Documentation" in the context of this Agreement
<br />does not include all information or records, but rather manuals and documents specifically relating to the
<br />software/system/platform's functionality, components, features, or requirements.
<br />1.9. "Faculty User" means each faculty member of Client who is, may be, or will be considered for employment,
<br />placement, privileges, or access for student instructional/educational purposes with Client or Client’s
<br />Affiliated Unit.
<br />Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A
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