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NORTHWOODS CONSULTING PARTNERS, INC. PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as "Agreement") is made and entered into this _ day of 2008, by and between Northwoods Consulting Partners, Inc., an Ohio corporation with its principal offices at 6315 Emerald Parkway, Dublin, Ohio 43016, USA, {hereinafter referred to as "Northwoods"}, and the company, person or entity executing this Agreement as the "Licensee" in the space provided below (hereinafter referred to as "Licensee"): Licensee's Name: Cabarrus County Department of Social Servlces Licensee's Address: 1303 South Cannon Boulevard Kannapolis, North Carolina 28083-6232 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: 1. Northwoods will undertake the delivery, installation and implementation of additional software and maintenance as specified in the "Cabarrus County DSS --Document Management Solution - 07/07/2008 Fixed Price Quote" {hereinafter referred to as "Project") according to the terms detailed in the Agreement Documents. 2. The term "Agreement Documents" includes the following: (a) The Fixed Price Quote and Scope of Work for this Project; (b) The Compass SoftwareT"t End User License Agreement (or "EULA"}; (c) The Compass SotwareT"~ Maintenance Agreement; and (d) Any other document(s) submitted and accepted #hat detail(s) the terms and conditions of the Project. 3. The Agreement Documents are hereby incorporated into this Agreement by reference as if fully reproduced herein. Any inconsistencies between this Agreement and any of the Agreement Documents shall be resolved in the following order of preference: this Agreement; the Compass SoftwareTM EULA; the Compass SaftwareTM Maintenance Agreement; the Scope of Work; and finally any other documents. 4. Northwoods will furnish all staff, materials, supplies, and labor as detailed in the Scope of Work for this Project. 5. This Agreement will be effective from , 2008 through , 200_, inclusive, unless otherwise terminated or extended by formal amendment. The expiration of this Agreement does not affect the existence and obligations of the Compass SoftwareT"' EULA or the Compass SoftwareT"~ Maintenance Agreement. 6. Northwoods agrees to perform all of the work described in the Agreement Documents and comply with the terms therein for the total compensation amount of Two Hundred Seventy-Three Thousand, Four Hundred Ninety and 35/100 Dollars ($273,490.35), which amount includes the first year's annual maintenance costs for the solution. The payment detail for the compensation due pursuant to this Agreement is as follows: (a) One Hundred Forty-Five Thousand, One Hundred Eight-Five and 00/100 Dollars ($145,185.00} in consideration of all of the Compass SoftwareT'" detailed in the July 7` Scope of Work will be invoiced at the beginning of the Project. Payment will be due within thirty (30) days after the later of: (a) the date Licensee receives an invoice; or (b) the date Licensee receives the products. Licensee shall be prepared to receive all software components on the day a purchase order for such components is received by Northwoods, unless other arrangements have been previously made. (b) Twenty-Three Thousand, Two Hundred Twenty-Nine and 60/100 Dollars ($23,229.60) in consideration of the first year's annual maintenance costs will be invoiced to Licensee at the beginning of the Project, and payment will be due within thirty (30) days after receipt of that invoice. The first annual software maintenance period begins on the day the software is licensed. Software is generally licensed on the day the software is installed on the customer's server or client machines. ®2008 Norllnvoods Consulting Partner s, Inc. ! of 4 Aug~~st 1 S R/l Rights Reserved CO ~ 1~~ Attachment number 1 Page 116 of 199