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alone or in conjunction with others,constitute Confidential Information and the valuable intellectual
<br /> property, proprietary material, and trade secrets of Contractor and its licensors and are protected by
<br /> applicable intellectual property laws of the United States and other countries. Contractor owns (I) all
<br /> voluntary feedback regarding the design or operation of the Services (except for the County Data)
<br /> provided to Contractor by Users, County and Contacts in conjunction with the Services, and (ii) all
<br /> aggregated and anonymized transactional, performance, derivative data and metadata generated in
<br /> connection with the Solutions,which are generally used to improve the functionality and performance
<br /> of the Services.Except for the rights expressly granted to County in this Agreement,all rights in and
<br /> to the Solutions and all of the foregoing elements thereof(including the rights to any work product
<br /> resulting from Professional Services and to any modification, enhancement, configuration or
<br /> derivative work of the Solutions)are and shall remain solely owned by Contractor and its respective
<br /> licensors, Contractor may use and provide Solutions and Professional Services to others that are
<br /> similar to those provided to County hereunder, and Contractor may use in engagements with others
<br /> any knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the
<br /> provision of the Solutions or Professional Services to County, provided that, in each case,no County
<br /> Data or County Confidential Information is disclosed thereby.
<br /> 3.Limitation of Liability: To the maximum extent permitted by law,neither Party shall have any
<br /> liability to the other Party for any indirect, special, incidental, punitive, or consequential damages,
<br /> however caused, under any theory of liability, and whether or not the Party has been advised of the
<br /> possibility of such damage. Except for its indemnilication obligations in this Agreement to the
<br /> contrary,in no event shall Contractor's aggregate liability,regardless of whether any action or claim
<br /> is based on warranty,contract,tort or otherwise,exceed amounts paid or due by County to Contractor
<br /> hereunder daring the 12-month period prior to the event giving rise to such liability.The foregoing
<br /> limitations shall apply even if the non-breaching party's remedies under this Agreement fail their
<br /> essential purpose.
<br /> Additional Terms and Conditions: 1
<br /> 1. Scope of Contract: This Contract specifies the Contractual terms and conditions by which County
<br /> will procure a Public Mass Notification System from Contractor as further detailed in the Scope of
<br /> Work,identified,and incorporated herein by this reference as"Attachment A".
<br /> 2. Term of Contract: This Contract shall commence on December 31,2024 and continue for three(3)
<br /> calendar years from that date,unless otherwise terminated by County. This Contract may be renewed
<br /> as set forth in paragraph 3 below.
<br /> 3. Renewal: This Contract may be renewed by mutual written agreement of both Parties for two(2)
<br /> additional one (1) year terms. The County does not have to give reason if it elects not to renew.
<br /> Renewal periods may be subject to approval by the County of Orange Board of Supervisors.
<br /> 4. Adjustments — Scope of Work: No adjustments made to the Scope of Work will be authorized
<br /> without prior written approval of the County assigned Deputy Purchasing Agent.
<br /> 5. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of
<br /> Title VI and Title VII of the Civil Rights Act of 1964,as amended,Section 504 of the Rehabilitation
<br /> Act of 1973,as amended;the Age Discrimination Act of 1975 as amended; Title Il of the Americans
<br /> with Disabilities Act of 1990,and other applicable State and federal laws and regulations prohibiting
<br /> discrimination on the basis of race, color, national origin,ethnic group identification,age, religion,
<br /> marital status,sex or disability.
<br /> G. Conflict of Interest — Contractor's Personnel. Contractor shall exercise reasonable care and
<br /> diligence to prevent any actions or conditions that could result in a conflict with the best interests of
<br /> County. This obligation shall apply to Contractor; Contractor's employees, agents, and
<br /> subcontractors associated with accomplishing work and services hereunder.Contractor's efforts shall
<br /> County of Orange MA-06045010178 Ole No.2424402
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