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Master Services and Purchasing Agreement for Customer
<br />Title: Master Services and Purchasing Agreement between Axon and Customer
<br />Department: Legal
<br />Version: 22
<br />Release Date: 8/2/2024 Page 15 of 44
<br />17.Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the
<br />nature of the information or circumstances surrounding disclosure, should reasonably be understood to be
<br />confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the
<br />other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential
<br />Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is
<br />Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon
<br />Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon
<br />may publicly announce information related to this Agreement.
<br />18.General.
<br />18.1.Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s
<br />reasonable control.
<br />18.2.Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind
<br />the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or
<br />employment relationship between the Parties.
<br />18.3.Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
<br />18.4.Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race;
<br />religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical
<br />conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national
<br />origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal
<br />law.
<br />18.5.Export Compliance. Each Party will comply with all import and export control laws and regulations.
<br />18.6.Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon
<br />may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for
<br />purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.
<br />This Agreement is binding upon the Parties respective successors and assigns.
<br />18.7.Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver
<br />of that right.
<br />18.8.Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable,
<br />the remaining portions of this Agreement will remain in effect.
<br />18.9.Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings,
<br />Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections
<br />of the Appendices.
<br />18.10.Governing Law. The laws of the country, state, province, or municipality where Customer is physically located,
<br />without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United
<br />Nations Convention for the International Sale of Goods does not apply to this Agreement.
<br />18.11.Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon
<br />posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective
<br />immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be
<br />provided to Axon Enterprise, Inc., Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy
<br />to legal@axon.com.
<br />18.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein
<br />for the products and services purchased, which are incorporated by reference and located in the Master
<br />Purchasing and Services Agreement attached as Exhibit D. Quote and any SOW(s), and Purchase Agreement
<br />with Exhibits, represents the entire agreement between the Parties. The Purchase Agreement with Exhibits
<br />supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of
<br />this Agreement. The Purchase Agreement may only be modified or amended in a writing signed by the Parties.
<br />ATTY/AGR.2025.099/AXON ENTERPRISE, INC. (AXON TASER 10 UPGRADE) (Page 27 of 66)
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