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ATTY/AGR/2023.222 – FLOCK FIXED ALPR PROGRAM <br />REV: 08-29-23 MI <br />51062.00005\41317899.1 <br />Page 20 of 24 <br /> <br />jurisdiction in the County of San Mateo, California. The Parties agree that the United Nations <br />Convention for the International Sale of Goods is excluded in its entirety from this Agreement. <br />11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal <br />and will become part of this Agreement, only upon Customer’s prior written consent and the <br />mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of <br />this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall <br />control. <br />11.8 Publicity. Upon written consent from Customer, Flock may reference and use Customer’s <br />name and trademarks and disclose the nature of the Services in business and development and <br />marketing efforts. <br />11.9 Feedback. If Agency or Authorized End User provides any suggestions, ideas, enhancement <br />requests, feedback, recommendations or other information relating to the subject matter <br />hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest <br />(including intellectual property rights) with respect to or resulting from any of the foregoing. <br />11.10 Export. Customer may not remove or export from the United States or allow the export or <br />re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of <br />any restrictions, laws or regulations of the United States Department of Commerce, the United <br />States Department of Treasury Office of Foreign Assets Control, or any other United States or <br />foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section <br />2.101, the Services, the Flock Hardware and Documentation are “commercial items” and <br />according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section <br />252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial <br />computer software documentation.” Flock is compliant with FAR Section 889 and does not <br />contract or do business with, use any equipment, system, or service that uses the enumerated <br />banned Chinese telecommunication companies, equipment or services as a substantial or essential <br />component of any system, or as critical technology as part of any Flock system. Consistent with <br />DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, <br />performance, display, or disclosure of such commercial software or commercial software <br />documentation by the U.S. Government will be governed solely by the terms of this Agreement <br />and will be prohibited except to the extent expressly permitted by the terms of this Agreement.