OTHER-2025-106-Approval of School Enrollment Forecasting Contract with UNC

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Docusign Envelope ID : C386BFE3-5F8F-4CD6-A728-AB0191012F78 �\ Qk:�7e _ I, () d, S� - I O U ; 9 ' ► J The University of North Carolina at Chapel Hill Carolina Demography — Carolina Population Center 123 W. Franklin St . , Suite 210 Chapel Hill , NC 27516 Recharge Core Agreement Client Name : Orange County , North Carolina Client Contact : Kirk Vaughn Client Email : kvaughn@orangecountync . gov Client Phone : 919-245-2153 Client Address : PO Box 8181 , Hillsborough , NC 27278 Send Invoice to: (tf d fferent from above) : Not to Exceed Cost : $352072 . 00 Start Date : September 2025 End Date : May , 2026 Client PO Number: Client Credit Card Number: N/A Description of Services : Specialized Services set forth in Exhibit A . Terms and Conditions 1 ) Services. The University of North Carolina at Chapel Hill ("University") offers a wide range of services , including custom population estimates and projections at the state , regional , or local level ; mapping and spatial analysis ; and workshops through the Carolina Population Center' s Carolina Demography Core ("Facility") . Client has instructed Facility to undertake the specific services described above (the "Services"), In consideration of Client' s payment to the Facility in accordance with the terms stated herein, the Facility shall perform the Services . Should the Services provided under this Agreement include the provision of human tissue or samples by Facility, Client agrees to use said human tissue or samples only for internal research and development purposes and shall not commercialize the human tissue or samples provided. Client further agrees not to transfer said human tissue or samples to any third party without Facility ' s express written permission . If Client is providing human tissue or samples to be used by Facility in performance of the Services hereunder, Client certifies it has all necessary rights to provide Facility with said tissue or samples . 2) Reports. Facility shall provide Client with a report regarding the data obtained in the course of the Services. The report shall be maintained as confidential pursuant to Section 3 below. Client recognizes that the results of the Services which do not disclose Confidential Information provided hereunder may be deemed publishable by University, and that the University employees engaged in the Services shall be free to publish these results, consistent with the obligations imposed in Section 3 of this Agreement. 3) Confidentiality. Any confidential or proprietary information disclosed by Client to University ("Confidential Information") shall be disclosed in writing and designated as confidential and/or proprietary, or if disclosed orally, shall be confirmed in writing and designated confidential and/or proprietary within thirty (30) days of such disclosure. University shall use the Confidential Information only for the purpose of this Agreement and firrther agrees that it will not disclose or publish such Confidential Information except that the foregoing restrictions shall not apply to : (a) Confidential Information which is or becomes publicly known through no breach of this agreement by University ; (b) Confidential Information learned from a third party entitled to disclose such information; (c) Confidential Information already known to or developed by University prior to receipt hereunder, or information independently developed at any time by University personnel not privy to the Confidential Information, as shown by University ' s written records ; or (d) Confidential Information required to be disclosed by operation of law (including, but not limited to, the North Carolina Public Records Act) or court order. The obligation of confidentiality imposed by this Section shall expire three (3) years following the expiration or termination of this Agreement. University will use a reasonable degree of care to prevent the inadvertent, accidental, unauthorized, or mistaken disclosure or use by its employees of Confidential Information. For avoidance of doubt, data, information, results, materials, or products of the Services shall be considered Confidential Information for the purposes of this Agreement.