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,DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370
<br />Attachment A
<br />SOFTWARE LICENSE & SERVICES AGREEMENT
<br />THIS SOFTWARE LICENSE & SERVICES AGREEMENT (this "Agreement") is made and entered into as of
<br />August 14, 20 18, by and between Ecolane USA Inc., a Delaware corporation ("Licensor"), located at 940 West
<br />Valley Road, Suite 1400, Way ne, PA 19087, and Orange Cou nty ("Licensee") located at 600 Highway 86 North,
<br />Hillsborough, NC 27278. Licensor and Licensee may be referred to individually as a "Party," or together as the
<br />"Parties."
<br />1. AGREEMENT DEFINITIONS
<br />1.1 "Confidential Information" means information relating to or disclosed in the course of, or in
<br />connection with this Agreement, which is, or should be reasonably understood to be, confidential or
<br />proprietary to a Party, including, but not limited to, information concerning such Party's business,
<br />products, services, content, finances, subscribers, source code, tools, protocols, product designs
<br />and plans, customer lists and other marketing and technical information, the existence of any
<br />business discussions, negotiations or agreements between the Parties, the terms of this
<br />Agreement, and any other unpublished information.
<br />1.2 "Contractor" means a non-employee individual or business hired by Licensee to perform on
<br />Licensee's behalf certa in functions perm itted hereunder.
<br />1.3 "Documentation" means Licensor's User Guides and Training Manuals and any other written
<br />materials provided by Licensor for aid in the use and operation of the Licensor Software that
<br />Licensor indicates in writing as constituting "Documentation" under this Agreement.
<br />1.4 "Intellectual Property Rights" means all patents, inventions, trademarks, service marks,
<br />copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential
<br />information and all or any other intellectual or industrial property rights whether or not registered or
<br />capable of registration, and whether subsisting in the United States or any other part of the world,
<br />together with all or any goodwill relating to the same.
<br />1.5 "License Date" has the meaning set forth in Section 3.
<br />1.6 "Licensor Software" means Licensor's Ecolane ORT software, in object code format, licensed to
<br />Licensee hereunder and, in the event, Licensee purchases applicable license, all updates and
<br />upgrades provided under the Support Services, if any. The "Mobile Module" shall be deemed part of
<br />the Licensor Software for all purposes.
<br />1. 7 "Mobile Module" means the portion of Licensor Software that is installed on a mobile unit.
<br />1.8 "Support Services" means Licensor's support and maintenance services described on Exhibit B.
<br />1.9 "Support Period" means the time period during which Licensee is current in license fees.
<br />2. SOFTWARE LICENSE
<br />2.1 License Grant. Subject to the terms and conditions hereof, Licensor grants to Licensee a non
<br />exclusive, limited, non-transferable, without right to sublicense, license to use and othenwise access
<br />the Licensor Software, Mobile Module, and Documentation, all for Licensee's own internal business
<br />uses. Under the foreg oing license, Licensee may either (a) install and/or host the Licensor Software
<br />and/or Mobile Module on Licensor's provided hardware, as agreed by the Parties under a separate
<br />written installation and hosting agreement that shall include a right for Licensee to terminate, at its
<br />convenience, Licensor's hosting of the Licensor Software without unreasonable penalties for early
<br />termination, (b) install and/or host the Licensor Software and/or Mobile Module on Licensee's, or its
<br />designated Contractor's, hardware in accord with Sections 2.2, 2.3, and 2.4, or (c) any combination
<br />of the foreg oing (a) and (b).
<br />2.2 License Restrictions; Licensee Rights and Oblig ations.
<br />Licensee shall not:
<br />a. mod ify, make derivative works of, reverse engineer, disassemble, decompile, or othenwise
<br />attempt to discover the source code for the Licensor Softwa re,
<br />Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482!-6909-6038.1
<br />6_10 -312-0033
<br />Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7
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