HomeMy WebLinkAbout2017-346-E DSS - Software Use License between Orange Co. and Alamance Co. DocuSign Envelope ID: C70443F1-0404-42A7-B35A-E9BAA3DBCB71
SOFTWARE USE LICENSE
This License entered into this, the 25th day of July , 2017, by and between Orange
County, hereinafter referred to as "Orange," and Alamance County, hereinafter referred to as
"Alamance," pursuant to the provisions of Article 20 of Chapter 160A of the North Carolina
General Statutes.
WITNESSETH
WHEREAS, Alamance has written and developed software for use in the operation of
its statutory mandate to provide services through its Department of Social Service; and
WHEREAS, Orange has viewed this software and desires to adapt the software for its
own use in the operation of its statutory mandate to provide services through its Department of
Social Services; and
WHEREAS, Orange wishes to enter into a License with Alamance that provides for
Orange's use of this software as described herein; and
WHEREAS, Alamance is willing to enter into such a License with Orange in order that
both units of the State of North Carolina may better and more efficiently fulfill their statutory
duties.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
CONSIDERATIONS SET OUT ABOVE, THE PARTIES AGREE AS FOLLOWS:
1. Permission is hereby granted to Orange, a political subdivision of the State of North
Carolina, free of charge but subject to the promises made in this Agreement, to obtain a
copy of this software and associated documentation files (the "Software") from
Alamance, a political subdivision of the State of North Carolina, to use the Software
without restriction, including without limitation the rights to use, copy, modify, merge,
and/or distribute the Software within its organization.
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DocuSign Envelope ID: C70443F1-0404-42A7-B35A-E9BAA3DBCB71
2. Orange shall not have the authority to distribute or transfer the Software to any other
organization without the prior written permission of Alamance
3. IF PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,
DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT,
TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH
THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
4. In the event of a dispute arising out of this License or the use of the Software, venue shall
be proper and shall lie exclusively in the Superior Court of Alamance County.
5. It is understood and agreed that this entire Agreement between the parties is contained in
these pages and that this Agreement supersedes all oral arguments, previous written
agreements, and negotiations between Alamance and Orange for use of the Software.
6. Any alterations, variations, modifications, or waivers of the provisions of this
Agreement shall only be valid when they have been reduced to writing as an
amendment to this Agreement and signed by the parties hereto.
7. If permitted by law, Orange shall hold harmless Alamance, its agents and employees
from and against all claims, damages, losses and expenses, including but not limited to
attorney's fees, arising out of or resulting from its use of the Software, provided that
such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or
21P age
DocuSign Envelope ID: C70443F1-0404-42A7-B35A-E9BAA3DBCB71
death, or to injury to or destruction of tangible property including loss of use resulting
therefrom.
FOR ORANGE COUNTY:
DocuSigned by:
LNighy8A83B455..atAt WOK, 7/26/2017
. Date
Nancy coston
Printed Name Title
FOR ALAMANCE COUNTY:
DocuSigned by:
bin t.{,(, hay(y( 7/2 6/2 017
lg_CA4D..B 147844D... Date
Bruce walker IT Director, Alamance County
Printed Name Title
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