SH22-019 - GUARDIAN RFID - RESOLUTION & AGREEMENT - fully executed

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GUARDIANirFID may,with notice to GUARDIAN RFID,deem the first Correction Notice to be a Notice of Non- Conformity which cannot be corrected for purposes of Section 13(a)(ii). 10.FEES AND PAYMENT TERMS (a)Fees.The Customer will pay GUARDIAN RFID the fees in the amounts specified in Addendum B. (b)Pavment Terms.GUARDIAN RFID will invoice the Customer for amounts due under this Agreement after the occurrence of the applicable events specified in Addendum B and after the occurrence of any other events specified in this Agreement which require a payment from Customer to GUARDIAN RFID.The Customer will pay any invoice received from GUARDIAN RFID within thirty (30)days after the date of that invoice.If the Customer fails to pay an amount due within thirty (30)days after the applicable invoice date,the Customer will pay late charges of one and one half percent (1.5%)or the highest amount allowed by law,whichever is lower,per month on such balance,together with all of GUARDIAN RFID's expenses,collection costs,and reasonable attorneys'fees incurred in collecting amounts due under this Agreement. (c)Taxes.Unless the Customer and/or the transaction is exempt from the following taxes as a governmental entity,the Customer will pay or reimburse GUARDIAN RFID for sales and use taxes,where applicable,and any other governmental charges levied,imposed,or assessed on the use of the GUARDIAN RFID System or on this Agreement,excluding,however,ordinary personal property taxes assessed against or payable by GUARDlAN RFID,taxes based upon GUARDIAN RFlD's net income,and GUARDIAN RFID's corporate franchise taxes.GUARDIAN RFlD will furnish to the Customer invoices showing separately itemized amounts due under this Section. (d)Additional Purchases.From time to time,additional Hardware (e.g.,wristbands,RFID wall readers,GUARDIAN RFID Mobile Devices,GUARDIAN RFlD Mobile Device Accessories,etc.) may need to be purchased by the Customer in order to continue using the GUARDIAN RFID System.In addition,the Customer may choose to purchase Additional Modules.The purchases of some Hardware (e.g.,GUARDIAN RFID Mobile Devices,etc.)and Additional Modules may require the purchase of additional licenses for GUARDIAN RFID Software and Third-Party Software.In the event of additional purchases of Hardware,Additional Modules,and any corresponding licenses,the Customer shall acquire such additional Hardware,Additional Modules,and licenses directly from GUARDIAN RFID,and GUARDIAN RFID will invoice the Customer for amounts due for such additional Hardware,Additional Modules,and corresponding licenses.The Customer will be responsible for paying amounts related to the purchases of additional Hardware,Additional Modules and corresponding licenses in accordance with the provisions of Section 10 of this Agreement.The additional purchases will be governed by the provisions of this Agreement and may also cause an increase in the Renewal Fees provided in Addendum B.In such case,GUARDIAN RFID will provide the Customer with an updated Addendum B at the time of such additional purchases,which will automatically amend and replace Addendum B. (e)Change in Configuration of the Customer's Third-Party Software or the Customer's Third-Party Hardware.In the event that the Customer chooses to change the configuration of any of the Customer's Third-Party Software or the Customer's Third-Party Hardware as such configuration e×isted as of the Effective Date (including,but not limited to,adding,removing,or modifying any Customer's Third-Party Software or Customer's Third-Party Hardware),and such changed configuration requires modifications to the GUARDIAN RFID System for the GUARDIAN RFiD System to function with the changed configuration,the Customer will pay GUARDIAN RFID to perform the work needed to enable the GUARDIAN RFID System to function with the changed configuration.The amount paid by the Customer to GUARDIAN RFID will be as reasonably GUARDIAN RFID System Agreement |10 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered tradernark. Confidential &Proprietary.(Rev.7/2020)