Axon Contract 010720 (1) - Laserfiche WebLink

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Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 4 of 32 the MSRP for Devices received and amounts paid towards those Devices. If terminating for non- appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the standalone price of all individual components. 17 Confidentiality. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 18 General. 18.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control. 18.2 Independent Contractors. The Parties are independent contractors. Neither Party 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. 18.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 18.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on: race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. DocuSign Envelope ID: 9D428523-5BE5-448A-9A84-474FCDA7B600