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EXIIIBIT "B" SOFTWARE LICENSE AND SUPPORT AGREEMENT THIS SOFTWARE LICENSE AND SUPPORT AGREEMENT made as of the day of , _, by and between BI-TEK, LLC, a North Carolina limited liability company having its principal address at 8604 Cliff Cameron Drive, Suite 170, Charlotte, NC 28269 (hereinafter "BI-Tek"), and CABARRUS COUNTY, a body politic and political subdivision of the State of North Carolina having its principal office at 65 Church Street SE Concord NC 28025 (the "Licensee") and is a part of the Master Agreement executed by and between the parties on even date herewith (the "Master Agreement"). PRENIISES BI-Tek has created and owns software applications used by local governments to value real and personal property and to assess, bill, collect and distribute taxes (the "Applications"); and Licensee desires to obtain from BI-Tek the right to use certain of the Application and support in connection with such use.. In consideration of the foregoing, the other mutual promises set forth in the Master Agreement and in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound agree as follows: 1. License. Although BI-Tek shall at all times be the sole owner of all right, title and interest in the Applications and their source codes, it hereby grants to the Licensee the non-exclusive and nontransferable right and license to use; for its own internal use only, the Applications described. on Schedule 1, attached and made a part by reference, subject to Licensee's payment of the fees due hereunder. Licensee acknowledges that the Applications may only be used by it with the consent of BI-Tek during the term of this Agreement. Upon termination of this Agreement, the license granted shall. expire and Licensee shall immediately discontinue use of the Applications. 2. Consideration. In consideration of BI-Tek granting the license to Licensee, Licensee shall pay to BI-Tek the initial license fee and annual support and maintenance fees set forth on Schedule 1 attached and made a part by reference. 3. Representations by BI-Tek. BI-Tek represents that BI-Tek is the exclusive owner of all rights to the Application; has the right to grant the license hereby granted; and has executed no agreement in conflict herewith. In the event that any of the Applications is determined to infringe, then BI-Tek shall make a reasonable effort to obtain the right for Licensee to continued use of the infringing Application. If it fails to ~s -i4