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Master Services and Purchasing Agreement <br />approved by Axon; (b) use of Axon Products in combination with hardware or services not approved by Axon; (c) <br />use of Axon Products other than as permitted in this Agreement; or (d) use of Axon Products that is not the most <br />current software release provided by Axon. <br />16.Customer Responsibilities . Customer is responsible for (a) Customer’s use of Axon Devices; (b) Customer or a <br />Customer-authorized user’s breach of this Agreement or violation of applicable law; (c) disputes between Customer <br />and a third-party over Customer’s use of Axon Devices; (d) secure and sustainable destruction and disposal of <br />Axon Devices at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or <br />disposal of Axon Devices. <br />17.Termination . <br />17.1.For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of <br />the breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If <br />Customer terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a <br />prorated basis based on the effective date of termination. <br />17.2.By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, <br />Customer may terminate this Agreement. Customer will deliver notice of termination under this section as <br />soon as reasonably practicable. <br />17.3.Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. <br />Customer remains responsible for all fees incurred before the effective date of termination. If Customer <br />purchases Axon Devices for less than the manufacturer’s suggested retail price (" MSRP") and this <br />Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the <br />MSRP for Axon Devices procured, including any Spare Axon Devices, and amounts paid towards those Axon <br />Devices.Only if terminating for non-appropriation, Customer may return Axon Devices to Axon within thirty <br />30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For <br />multiple Axon Devices that may be combined as a single offering on a Quote, MSRP is the standalone price <br />of all individual components. <br />18.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 <br />the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s <br />Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon <br />pricing is Confidential Information and competition sensitive. If Customer receives a public records request to <br />disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before <br />disclosure. Axon may publicly announce information related to this Agreement. <br />19.General . <br />19.1.Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a <br />Party’s reasonable control. <br />19.2.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 />19.3.Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. <br />19.4.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 <br />federal law. <br />19.5.Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including <br />without limitation, import and export control laws and regulations as well as firearm regulations and the Gun <br />Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to U.S. and <br />international export control laws, including the U.S. Export Administration Regulations ( EAR) and <br />International Traffic in Arms Regulations (ITAR). Customer represents and warrants that neither it nor any <br />End User is a "Restricted Person," meaning any individual or entity that (1) is subject to U.S. sanctions or <br />trade restrictions, (2) appears on any U.S. government restricted party list, (3) engages in prohibited <br />weapons proliferation activities, or (4) is owned or controlled by, or acting on behalf of, such persons or <br />Version: 22 <br />Release Date: March 2025 Page 4 of 28 <br />Attachment 3 <br />Page 388 of 674 <br />Docusign Envelope ID: B1798F31-93DB-4AB1-AC82-92BCF01B645C