Orange County NC Website
3 <br /> The University of North Carolina at Chapel Hill <br /> Carolina Demography—Carolina Population Center <br /> 123 W. Franklin St., Suite 210 <br /> Chapel Hill,NC 27516 <br /> Recharge Core Agreement <br /> Client Name: Orange County, North Carolina Client Contact: Kirk Vaughn <br /> Client Email: Client Phone: <br /> Client Address: <br /> Send Invoice to: (f different from above): <br /> Not to Exceed Cost: $35,072.00 Start Date: September 2025 End Date: May, 2026 <br /> Client PO Number: Client Credit Card Number: N/A <br /> Description of Services: Specialized Services set forth in Exhibit A. <br /> Terms and Conditions <br /> 1) Services. The University of North Carolina at Chapel Hill ("University") offers a wide range of services, including custom <br /> population estimates and projections at the state, regional, or local level; mapping and spatial analysis; and workshops <br /> through the Carolina Population Center's Carolina Demography Core ("Facility"). Client has instructed Facility to undertake the <br /> specific services described above (the "Services"). In consideration of Client's payment to the Facility in accordance with the terms <br /> stated herein,the Facility shall perform the Services. Should the Services provided under this Agreement include the provision of human <br /> tissue or samples by Facility,Client agrees to use said human tissue or samples only for internal research and development purposes and <br /> shall not commercialize the human tissue or samples provided. Client further agrees not to transfer said human tissue or samples to any <br /> third party without Facility's express written permission. If Client is providing human tissue or samples to be used by Facility in <br /> performance of the Services hereunder,Client certifies it has all necessary rights to provide Facility with said tissue or samples. <br /> 2) Reports. Facility shall provide Client with a report regarding the data obtained in the course of the Services. The report shall be <br /> maintained as confidential pursuant to Section 3 below. Client recognizes that the results ofthe Services which do not disclose Confidential <br /> Information provided hereunder may be deemed publishable by University, and that the University employees engaged in the Services <br /> shall be free to publish these results, consistent with the obligations imposed in Section 3 of this Agreement. <br /> 3) Confidentiality. Any confidential or proprietary information disclosed by Client to University("Confidential Information") shall be <br /> disclosed in writing and designated as confidential and/or proprietary, or if disclosed orally, shall be confirmed in writing and <br /> designated confidential and/or proprietary within thirty(30) days of such disclosure. University shall use the Confidential Information <br /> only for the purpose of this Agreement and further agrees that it will not disclose or publish such Confidential Information except <br /> that the foregoing restrictions shall not apply to: (a) Confidential Information which is or becomes publicly known through no breach <br /> of this agreement by University; (b) Confidential Information learned from a third party entitled to disclose such information; (c) <br /> Confidential Information already known to or developed by University prior to receipt hereunder, or information independently <br /> developed at any time by University personnel not privy to the Confidential Information,as shown by University's written records;or <br /> (d) Confidential Information required to be disclosed by operation of law (including, but not limited to, the North Carolina Public <br /> Records Act) or court order. The obligation of confidentiality imposed by this Section shall expire three (3) years following the <br /> expiration or termination of this Agreement. University will use a reasonable degree of care to prevent the inadvertent, accidental, <br /> unauthorized, or mistaken disclosure or use by its employees of Confidential Information. For avoidance of doubt,data,information, <br /> results,materials,or products ofthe Services shall be considered Confidential Information for the purposes of this Agreement. <br />