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

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GUARDIAN RFID diagrarns,and other support rnaterials)relating to the operation and functionality of the GUARDIAN RFID Software and GUARDIAN RFID OnDemand. (u)"Effective Date"has the meaning provided in the recitals. (v)"Extended Term"has the meaning provided in Section 18(a). (w)"Force Mateure Event"means an occurrence beyond the reasonable control of the party affected, including acts of governmental authorities,acts of God,material shortages,wars,riots,rebellions,sabotage,fire,explosions,accidents,floods,strikes or lockouts of third parties,widespread illness or pandemics,or electrical,internet,or telecommunication outage that is not caused by the obligated party. {x)"Go-Live"or "Goes-Live"means the use of the GUARDIAN RFID System as a live,non-test-bed system,which can be exhibited by events such as the completion of the first real-world log entry (e.g.,cell check,offender movement,etc.)or a similar event or inmate activity dealing with real- world use. (y)"Go-Live Date"means the latest to occur of (i)the date of the Installation Notice,or (ii)if any,the date of the last Subsequent installation Notice.For clarity,the official Go-Live Date will be identified in the first invoice sent by GUARDIAN RFID to the Customer after the GUARDIAN RFID System Goes-Live. (z)"Go-Live Support"has the meaning provided in Section 7(b)(ii) (aa)"GUARDIAN RFID"has the meaning provided in the recitals. (bb)"GUARDIAN RFID Indemnified Claim"has the meaning provided in Section 17(b). (cc)"GUARDIAN RFID Indemnified Parties"has the meaning provided in Section 17(b). (dd)"GUARDIAN RFID Information"means Confidential or Proprietary Information disclosed by GUARDIAN RFID to the Customer in connection with,in contemplation of entering,or under this Agreement,including,but not limited to,all Documentation. (ee)"GUARDIAN RFID Mobile Device"has the meaning in the quote provided in Addendum A. (ff)"GUARDIAN RFID Mobile Device Accessories"means the batteries,hand straps and pins, protective bumpers,battery covers,and other similar peripherals for the GUARDIAN RFID Mobile Device,except that the terrn expressly excludes the GUARDIAN RFID Mobile Device Charging Station. (gg)"GUARDIAN RF1D Mobile Device Charqinq Station"means the charging cradle and cradle power adapter for the GUARDIAN RFID Mobile Device. (hh)"GUARDIAN RFlD OnDemand"means the web-based software as a service platform provided by GUARDIAN RF1D to the Customer that is used by the Customer to access the server database that hosts the information collected by the GUARDIAN RFID System,and is identified as "Platform"under the "Product Family"column of the quote provided in Addendum A. (ii)"GUARDIAN RFID Personnel"means any officers,employees,partners,members,owners, agents,or affiliates of GUARDIAN RFID. GUARDIAN RFID System Agreement |3 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark Confidential &Proprietary.(Rev.7/2020)