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GUARDIAN RFID
<br />GUARDIAN RFID SYSTEM AGREEMENT
<br />THIS GUARDIAN RFID SYSTEM AGREEMENT (the "Aqreement")is entered into as of March 9,2022
<br />("Effective Date")by and between Codex Corporation d/bla GUARDIAN RFID,a Minnesota corporation
<br />("GUARDIAN RFID"),having its principal place of business at 6900 Wedgwood Rd.N,Suite 325,Maple
<br />Grove,MN 55311 and Kittitas County Sheriff's Office,a body corporate and politic under the laws of the
<br />state of Washington ("Customer"),having its principal place of business at 205 W 5th Ave Ste 1,
<br />Ellensburg,WA 98926.
<br />WHEREAS,GUARDIAN RFID provides a system comprised of software,hardware,support services,and
<br />a web-based software as a service platform to deliver a wide range of inmate management,monitoring,
<br />and tracking solutions (the "GUARDIAN RFID System"),and the Customer desires to implement the
<br />GUARDIAN RFID System by licensing the software,purchasing the hardware and support services,and
<br />obtaining rights to use the web-based software as a service platform.
<br />NOW THEREFORE,the parties agree as follows:
<br />1.DEFINITIONS
<br />(a)"Acceptance Criteria"has the meaning provided in Section 9(c)(i)
<br />(b)"Additional Modules"means modules that offer additional features to the GUARDIAN RFID and
<br />which may be purchased by the Customer either at the time of the original implementation of the
<br />GUARDIAN RFID System or during the Term of the Agreement.The list of Additional Modules
<br />available as of the Effective Date is included in Addendum A,however,new Additional Modules
<br />may become available during the Term of the Agreement as GUARDIAN RFID develops new
<br />products
<br />(c)"Aqreement"has the meaning provided in the recitals.
<br />(d)"Authorized Customer Personnel"means any Customer Personnel who need to use the
<br />GUARDIAN RFID System in the performance of their duties or collaboration with the Customer,
<br />who have agreed to abide by the terms of this Agreement and who have agreed in writing to be
<br />bound by the terms of the Confidentiality provisions of this Agreement in Section 15,either by
<br />means of an agreement directly with GUARDIAN RFID or pursuant to an agreement with the
<br />Customer which restricts the use of the Confidential or Proprietary Information received as an
<br />employee,partner,member,owner,or affiliate of the Customer.In no case will the term
<br />"Authorized Customer Personnel"include any competitor of GUARDIAN RFíD.
<br />(e)"Authorized GUARDIAN RFID Personnel"means GUARDIAN RFID Personnel who provide
<br />services to the Customer under the terms of this Agreement.
<br />(f)"Complete End User Traininq"has the meaning provided in Section 7(b)(i).
<br />(g)"Confidential or Proprietary Information"means any information or data disclosed by either
<br />GUARDIAN RFID or the Customer to the other party,including,but not limited to,the terms of
<br />this Agreement,negotiations and discussions relating to this Agreement,and any of the following
<br />which relate directly or indirectly to the Disclosing Party's products,services,or business:
<br />(i)technology,ideas,concepts,drawings,designs,inventions,discoveries,improvements,
<br />patents,patent applications,specifications,trade secrets,prototypes,processes,notes,
<br />memoranda,and reports,or
<br />GUARDIAN RFID System Agreement |1
<br />©2020 GUARDIAN RFIO.All rights reserved.GUARDIAN RFID is a U.S.registered trademark.
<br />Confidential &Proprietary.(Rev.7/2020)
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