My WebLink
|
Help
|
About
|
Sign Out
Home
Browse
Search
AXON ENTERPRISE, INC. (6)
Clerk
>
Contracts / Agreements
>
A
>
AXON ENTERPRISE, INC. (6)
Metadata
Thumbnails
Annotations
Entry Properties
Last modified
1/10/2024 10:06:18 AM
Creation date
1/10/2023 10:14:30 AM
Metadata
Fields
Template:
Contracts
Company Name
AXON ENTERPRISE, INC.
Contract #
A-2022-106
Agency
Police
Council Approval Date
6/21/2022
Expiration Date
6/30/2027
Destruction Year
2032
Notes
[See notice of compliance for insurance expiration]
There are no annotations on this page.
Document management portal powered by Laserfiche WebLink 9 © 1998-2015
Laserfiche.
All rights reserved.
/
37
PDF
Print
Pages to print
Enter page numbers and/or page ranges separated by commas. For example, 1,3,5-12.
After downloading, print the document using a PDF reader (e.g. Adobe Reader).
View images
View plain text
DocuSlgn Envelope ID: D7E89A7A-576D-4303-B1 GO-8AGFA76A9E40 <br />AXONMaster Services and Purchasint <br />:greement for Agency <br />them. The Entity reserves the right to require complete, certified copiesof all required insurance policies, including <br />endorsements required by these specifications, at any time. <br />Subcontractors <br />Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, <br />and Vendor shall ensure that Entity is an additional insured on insurance required from subcontractors. <br />Special Risks or Circumstances <br />Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior <br />experience, insurer, coverage, or other special circumstances. <br />13. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and <br />suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights <br />to be violated. <br />14. IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses <br />from any third -party claim alleging that the use of Axon -manufactured Devices or Services infringes or <br />misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice <br />of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with <br />Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based <br />on: (a) modification of Axon -manufactured Devices or Services by Agency or a third -party not approved by Axon; (b) <br />use of Axon -manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) <br />use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not <br />the most current release provided by Axon. <br />15. Agency Responsibilities. Agency is responsible for: (a) Agency's use of Axon Devices; (b) breach of this Agreement <br />or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third -party <br />over Agency's use of Axon Devices. <br />16. Termination. <br />16.1. For Breach. A Party may terminate this Agreement by providing (thirty) 30 days written notice of the breach to <br />the other Party, and the breach remains uncured at the end of thirty (30) days. If Agency terminates this <br />Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the <br />effective date of termination. <br />16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may <br />terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably <br />practicable. <br />16.3. Effect of Termination. Upon termination of this Agreement, Agency's rights immediately terminate. Agency <br />remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon <br />Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before <br />the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, <br />including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non - <br />appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone <br />price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone <br />price of all individual components. <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 of the Agreement and for (five) 5 years thereafter. To the extent permissible by law, Axon <br />pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose <br />Axon Confidential Information, to the extent allowed by law, Agency will make a good faith effort to provide notice to <br />Axon before disclosure. Axon 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, agency, fiduciary, or <br />employment relationship between the Parties. <br />Title: Master Services and Purchasing Agreement for Agency <br />Department: Legal <br />Version: 14.0 <br />Release Date: 3/10/2022 <br />5 of 23 <br />
The URL can be used to link to this page
Your browser does not support the video tag.