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DocuSign Envelope ID: 6E398049-FgFB-456B-8844-67D824308E87 AAXCN Master Services and Purchasing Agreement between Axon and Agency (Online) 10 Desion Ghanoes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11 Bundled Offeflnos. Some ofierings in bundled offerings may not be generaily available at the time ofAgency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an'Axon bundle. Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon willsupply certificates of insurance. lndenni{c?tion. Axon will indemnifyAgency's officers, directors, and employees ('Agency lndemnitees") against all claims, demands, losses, and reasonable expenses arising out oi a miiA-party fuaim against anAgelcy lndemnitee resulting from anynegligent act, error or omission-, or willful misconduct by Ax-on unU"1 this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. lP Biqhts. Axon owns and reserves allright, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprieti-ry rights to be violated. lP lndemnification. Axon will indemnif,T Agency lndemnitees against all claims, losses, and reasonable expenses from any third-pafi claim alleging that the use of Axon Devices or Services infringes ormisappropriates the third-pafi's intellectual property rights. Agency must prompfly provide Axon with written notice of such claim, tender to Axon the defense or seftlement of such btaim'afnj<on's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's lP indemnification ibligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-pirty not approved by Axon; (b) use of Axon Devices and Services in combination wiih hardware or services not appro_ved by Axon; (c) use of Axon Devices and Services other than as permifted in this Agreement; or (d) use of Axon software that is not the most current release provided by Aion. Aoency Resoonqibilitieq. 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 biipute between Agency and a third-party over Agency's use of Axon Devices. Termination.17.1 For Breach. A Pgrty may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Pafi, 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 amountJ on iprorated 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 oitermination 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 allfees incurred before the effective date of termination. lf Agency purchases Axon Devices for less than the manufacturer's suggesled retail price ("MSRp"; an'O tnii Agreement terminates before the end of the Term, Axon will invoice Agency the difference betweenthe MSRP for Axon Devices received, including any Spare Axon bevices, and amounls paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of ihe individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. Gpnfi4gntialltv. "Gonfidentlal lnformation' means nonpublic information designated as confidential or,given the nature of the information or circumstances surrounding disclosurJ, should reasonably be 12 13 14 l5 {8 Tifle: Department:Legal Version: 1.0 Release Date: 3/31/2A2L 16 17 asEer servtces and Purchasing Agreement Detween Axon ancl Agency (unilne) Page 3 of 47