2026-081-E-Elections Dept-ES&S-Software License Agreement

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1 ELECTION SYSTEMS & SOFTWARE, LLC SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES AGREEMENT THIS SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES AGREEMENT (“Agreement”) is made effective as of the date set forth below, by and between Election Systems & Software, LLC, a Delaware Limited Liability Company (“ES&S”) and Orange County, North Carolina (“Customer”). RECITALS: A. ES&S has licensed to Customer the ES&S software described on Attachment 1 (“Software”) and Customer now desires to obtain license, maintenance, and support services for such Software. B. Customer is required to maintain software license and maintenance agreements necessary to maintain the warranty of its voting system in compliance with NC Gen Stat. § 163-165.9. C. ES&S has agreed to provide such services, subject to the terms and conditions of this Agreement. D. This Agreement supersedes and replaces in their entirety any and all prior agreements between ES&S and Customer regarding, license, maintenance and support services for such Software. NOW, THEREFORE, in consideration of the foregoing recitals (which are specifically incorporated herein by this reference) and the mutual representations, warranties, covenants and agreements set forth below, the parties hereby agree as follows: ARTICLE I GENERAL TERMS 1. Term; Termination. This Agreement shall be in effect for the coverage period as described in Attachment 1 (the “Term”). This Agreement may be terminated by the first to occur of: (a) the date which is sixty (60) days after either party notifies the other that the other has materially breached this Agreement, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (d), which shall require no notice); (b) the date which is thirty (30) days after ES&S notifies Customer that ES&S is no longer able to perform the services contemplated hereunder; (c) the date which is thirty (30) days after ES&S provides written notice to Customer that ES&S desires to terminate this Agreement at any time during the Term; (d) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Agreement; or (e) the date which is thirty (30) days after Customer provides written notice to ES&S that it desires to terminate this Agreement at any time during the Term. The termination of this Agreement shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event this Agreement is terminated pursuant to subsections 1(a), 1(b), or 1(c) above. In no event shall Customer be entitled to a refund of any fees paid in the event this Agreement is terminated pursuant to subsections 1(d) or 1(e) above. 2. Fees. In consideration for ES&S to provide license, maintenance and support services for the Software pursuant to this Agreement, Customer shall pay to ES&S the fees set forth on Attachment 1 for the Term. The fees for the Term are due as set forth in Attachment 1. The fee shall be comprised of a fee for the license, maintenance and support services for the Software and shall be in addition to any fees or charges separately referred to in any Section of this Agreement. If Customer elects to receive software, license, maintenance, and support services for any add-on or new product during the Term, ES&S shall charge an incremental fee for such services. ARTICLE II ANNUAL LICENSE OF SOFTWARE 1. Grant of License. Subject to the terms and conditions of this Agreement, ES&S hereby grants to Customer a nonexclusive, nontransferable license for its bona fide full time, part time and temporary employees to use the Software and all related operating instructions, user manuals and training materials supplied by ES&S (collectively the “Documentation”) in Orange County, North Carolina (the “Jurisdiction”). The license allows Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6