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DocuSign Envelope ID: 0EC69969-E942-45F5-BB2B-2F08CC50DE06 )4 AXON 24 this ;\greement under this Section and Axon falls to cure the material breach or default, Axon wlll lssue a refund of any prepaid amounts on a prorated basis from the date cf notice of termination. 23.2 By Agency. If applicable, the Agency Is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the Agency's then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the Agency's then current fiscal year, or as soon as reasonably practicable under the circumstances. 23.3 Effect of Termlnation. Upon any termination of this Agreement: (a) all Agency rights under this Agreement Immediately terminate; (b) the Agency remains responsible for all fees and charges Incurred through the date of termination; and (c) Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. General. 24.1 Confidentiallty. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party's Confldentlal Information. Except as required by applicable law, neither Party will disclose either Party's Confldentlal Information during the Term or at any tlme during the 5-year period following the end of the Term. Unless the Agency Is legally required to disclose Axon's pricing, all Axon pricing Is considered confidential and competition sensitive-. 24.2 Excusable delays. Axon wlll use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practlcable. In the event of Interruption of any delivery due to causes beyond Axon's reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. 24.3 Force Majeure. Neither Party wlll be liable for any delay or failure to perform any obligation under this Agreement where the delay or fallure results from any cause beyond the Parties' reasonable control, lndudlng acts of God, labor disputes or other Industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 24.4 Proprietary Information. The Agency agrees that Axon has and claims varlous proprietary rights in the software, and the Integration of ancillary materlals, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to be violated. 24.5 Independent Contractors. The Parties are independent contractors. Neither Party, nor any of their respective affiliates, has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 24.6 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that Is not a party to this Agreement. fUio.i S...WOIIIIS•-""1 PrMr;..i,t,,,r :S.~l~H A!Jr!Ulf1\ll~t Page 6 of 8 Df!p!ltNu!C L tu:.tl 11,;nl~o: t-o lhiHnOtt.wt 6JIY'Ul11