Agmt22 Axon Enterprises, Inc. - Laserfiche WebLink

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REV: 08-18-22 RL intellectual property rights of such third party. Vendor shall also indemnify and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts for release of liability from any such Infringement Claim. In addition, if an Infringement Claim is made, or if Vendor has reason to believe such a claim may be made, Vendor may replace or modify the relevant products or services to make them non-infringing, or procure a license for City under the rights allegedly infringed. If none of the options described in the preceding sentence is available to Vendor using commercially reasonable efforts, then Vendor may terminate this Purchase Agreement and refund to City a pro rata portion of any fees paid in advance for the Services for the terminated portion of the term. Vendor shall have no liability under this subsection with respect to any use or other exploitation of the Services not in compliance with this Purchase Agreement or applicable law. This subsection states Vendor’s sole liability to, and City’s exclusive remedy, under this Purchase Agreement with respect to infringement or other violation of third party intellectual property rights. Vendor shall not settle any Claim or Infringement Claim without the prior written approval of City, which approval may be unreasonably withheld or delayed. 16. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the Redwood City Police Department, Captain Ashley Osborne. Any written notice between the Parties shall be sent to: City of Redwood City Axon Enterprise, Inc. Attention: Deputy Chief Gary L. Kirby Attention: Legal Police Department 17800 N 85th Street 1301 Maple Street Redwood City, CA 94063 Scottsdale, AZ 85255 Except as otherwise stated, all notices to be provided or that may be provided under this Purchase Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. Interpretation. The terms of this Purchase Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Purchase Agreement or any other rule of construction that might otherwise apply. 18. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. The Parties waive all provisions of law providing for a change of venue in these proceedings to any other county or state. 19. Nontransferability. Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City Manager or designee, which the City Manager or designee may grant or withhold in their sole discretion. 20. Designs; Drawings; Blueprints. If the Goods are to be produced by Vendor in accordance with designs, drawings or blueprints furnished by City, Vendor will return the same to City upon completion or cancellation of this Purchase Agreement. Vendor will not use such designs, drawings or blueprints in the ATTY/AGR.2022.299/Axon Enterprises, Inc. (RCPD Axon Fleet Cameras) (Page 5 of 32)