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DocuSign Envelope lO:90428523 58E5 4484 9484 474FCOA78600 AnxoN Master Services and Purchasing Agreement Agreement by reference. 9 Device Warnings, See www.axon.conr/leoalfor the most current Axon device warnings. Design Changes. Axon may make design changes to anyAxon Device or Service without notifying Agency or making the same change to Devices and Services previously purchased by Agency. 11 lnsurance. Axon will maintain General Liability, Workers'Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 12 lndemnification. Axon will indemnifyAgency's officers, directors, and employees ("Agency lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency lndemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreemen! except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 10 14 15 16 13 lP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agenry will not cause any Axon proprietary rights to be violated. lP lndemnification. Axon will indemnify Agency lndemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's lP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agenry or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use ofAxon Devices and Services other than as permitted in this Agreement; or (d) use ofAxon software that is not the most current release provided by Axon. Aoency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices. Termination. 16.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. lf Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2 By Agency. lf sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 16.3 Effect of Termination. Upon termination of this Agreemenl Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. lf Agency purchases Devices for less than the manufacturer's suggested retail price (MSRP1 and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference behveen I rIIe: Master serytces and Purchastng Agreement between Axon and Agency Department: Legal Version:8.0 Release Date: IL/8/20t9 Page 3 ol 32