Axon Enterprises Inc. 12/7/2020 - Laserfiche WebLink

DocuSign Envelope ID 6126D783-F73D-48F0-BD22-EF9D8B476E6D 44044\ Axo Master Services and Purchasing Agreement 12 Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. The general liability insurance must be on an occurrence basis, with a combined single limit of not less than $1,000,000 each occurrence for bodily injury and property damage. It shall include contractual liability coverage for the indemnity provided under this contract. It shall provide that Agency, its officers and employees are additional insureds, but only with respect to the Axon's services to be provided under this contract. Axon must also carry acceptable supplementary umbrella insurance coverage, which must when combined with the general liability insurance have limits at least equal to $5,000,000. During the entire Term of the Agreement, Axon must also carry cyber liability insurance with a minimum coverage of$4,000,000 per occurrence. The coverage under the policy must be primary, and not excess, to any other insurance carried by Axon.The policy must include, but not be limited to,coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, liability assumed under an insured contract, third party coverage for credit monitoring, notification costs to data breach victims, and regulatory penalties and fines. 13 Indemnification.Axon will indemnify Agency's officers,directors, and employees("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act,error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct. 14 IP Rights.Axon owns and reserves all right,title,and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim,tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a)modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or(d) use of Axon software that is not the most current release provided by Axon. 16 Agency Responsibilities. Agency is responsible for(a)Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices. 17 Termination. 17.1 For Convenience.Agency may terminate this Agreement without cause upon thirty(30) days written notice prior to the effective date of such termination. In the event that the Agency terminates this Agreement, Axon will issue a refund of any prepaid amounts on a prorated basis from the date of notice of termination. 17.2 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.3 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 17.4 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 3 of 15