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DocuSign Envelope lD: 55885E9C-C664-43ED-90F6-988B271 5E28D DocuSign Envelope lD: 8&7460F-8Fl D.4553-A887-86518835E6AD AAXCN Master Services and Purchasing Agreement 17 18 19 Termination. 17.1 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. 17.2 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. 17.3 Effect of Termination. Upon termination of this Agreement, 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 ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Devices received and amounts paid towards those Devices. Only 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. Confidentiality. "Confidential lnformation" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understobd to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential lnformation. Unless required by law, neither Party will disclose the other Party's Confidential lnformation during the Term and for 5-years thereafter. Axon pricing is Confidential lnformation and competition sensitive. lf 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. General. 19.1 Force Maieure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 19.2 lndependent 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. 19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; colorl 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. 19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 19.6 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 subsidia of fina on, n Department: Legal Version:9.0 Release Oatei 4/ L7 /2020 or for pu n a uisition, Page 4 of 33