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11.3. Termination for Other Defaults. Subject to completion of the dispute resolution
<br />procedures set forth in Section 10.1 hereof (Informal Dispute Resolution), in the event that either party hereto
<br />materially defaults in the performance of any of its obligations hereunder (other than payment defaults covered
<br />under Section 11.2 hereof), the other party may, at its option, terminate this Agreement, by providing the
<br />defaulting party thirty (30) days' prior written notice of termination delivered in accordance with Section 24 hereof
<br />(Notices), which notice shall identify and describe with specificity the basis for such termination. If, prior to the
<br />expiration of such notice period, the defaulting party cures such default to the satisfaction of the non - defaulting
<br />party (as evidenced by written notice delivered by the non - defaulting party in accordance with Section 24 hereof),
<br />termination shall not take place.
<br />11.4. Termination Without Cause. Either party hereto may terminate this Agreement
<br />without cause by providing the other party at least ninety (90) days' prior written notice of termination delivered in
<br />accordance with Section 24 hereof (Notices). The effective date for any termination pursuant to this Section
<br />11.4 shall be the next occurring Payment Date.
<br />11.5. Consequences of Termination. Upon termination of this Agreement for whatever
<br />reason, (a) CompuDyne shall be under no further obligation to provide support or any other services hereunder;
<br />(b) CompuDyne shall return to the Client ail Client Confidential Information in CompuDyne's possession and
<br />shall certify in a written document signed by an officer of CompuDyne that all such information has been
<br />returned; (c) the Client shall return to CompuDyne all CompuDyne Confidential Information in the Client's
<br />possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists,
<br />correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or
<br />property relating to such CompuDyne Confidential Information and all copies of any of the foregoing (in
<br />whatever medium recorded) but not including any such information licensed to the Client under the Software
<br />License Agreement) and shall certify in a written document signed by the Client Representative identified in
<br />Section 5.10 hereof (Authorized Client Representative) that all such information has been returned. All
<br />provisions of this Agreement that by their nature would reasonably be expected to continue after the
<br />termination of this Agreement shall survive the termination of this Agreement.
<br />12. Independent Contractor Status
<br />The Client and CompuDyne are independent contractors under this Agreement, and nothing herein shall be
<br />construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party
<br />shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or
<br />authority to bind or obligate the other in any manner to any third party. The employees or agents of one party
<br />shall not be deemed or construed to be the employees or agents of the other party for any purpose
<br />whatsoever. Each parry hereto represents that it is acting on its own behalf and is not acting as an agent for or
<br />on behalf of any third party.
<br />13. Assignment
<br />Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of
<br />the other party, which consent shall not be unreasonably withheld; provided, however, that CompuDyne may
<br />assign this Agreement to its successor in connection with a sale of its business without obtaining consent of any
<br />party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this
<br />Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors,
<br />representatives, administrators and assigns.
<br />14. No Third Party Beneficiaries
<br />This Agreement is entered into for the sole benefit of the Client and CompuDyne and, where permitted above,
<br />their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement
<br />shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or
<br />other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a
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<br />Updated 111505 Master Support Agreement
<br />02006 CompuDyne — Public Safety & Justice, Inc. All rights reserved.
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