GUARDIAN RFID (CODEX CORPORATION)

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INSURANCE NOT ON FILE N-2025-109 WORK MAY NOT PROCEED CITY CLERK DATE*. M GUARDlA )W1D MAY 5 �d�� Q, i f l I(16 Q) Buyboard Contract 669-22 ! Correctional and Detention Facility Equipment and Supplies COMMAND CLOUD SUBSCRIPTION AGREEMENT THIS COMMAND CLOUD SUBSCRIPTION AGREEMENT (the "Agreement") is entered into as of April 30t" 2025 ("Effective Date") by and between Codex Corporation dlbla GUARDIAN RFID, a Minnesota corporation ("GUARDIAN RFID"), having its principal place of business at 6900 Wedgwood Rd, N, Suite 325, Maple Grove, MN 55311 and Santa Ana Police Department, a body corporate and politic under the laws of the state of California ("Customer"), having its principal place of business at 60 Civic Center Plaza, Santa Ana, CA 92701. WHEREAS, GUARDIAN RFID provides a system comprised of hardware, support services, and a web- based software as a service platform to deliver a wide range of inmate management, monitoring, and tracking solutions (the"Command Cloud System"), and the Customer desires to implement the Command Cloud System by subscribing for the right to use the Command Cloud Subscription Services and Command Cloud Mobile Devices and purchasing certain Command Cloud Mobile Device Accessories. NOW THEREFORE, the parties agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms have these definitions: (a) "Authorized Customer Personnel" means any Customer Personnel who need to use the Command Cloud System in the performance of their duties or collaboration with the Customer, who have agreed to abide by the terms of this Agreement and who have agreed in writing to be bound by the terms of the Confidentiality provisions of this Agreement in Section 14, either by means of an agreement directly with GUARDIAN RFID or pursuant to an agreement with the Customer which restricts the use of the Confidential or Proprietary Information received as an employee, partner, member, owner, or affiliate of the Customer. In no case will the term "Authorized Customer Personnel" include any competitor of GUARDIAN RFID. (b) "Authorized GUARDIAN RFID Personnel" means GUARDIAN RFID Personnel who provide services to the Customer under the terms of this Agreement. (c) "Command Cloud Subscription Services" means the web-based software as a service product described on Addendum A. (d) "Command Cloud Mobile Device" has the meaning in the quote provided in Addendum A. (e) "Command Cloud Mobile Device Accessories" means the batteries, hand straps and pins, protective bumpers, battery covers, and other similar peripherals for the Command Cloud Mobile Device, except that the term expressly excludes the Command Cloud Mobile Device Charging Station. (f) "Command Cloud Mobile Device Charging Station" means the charging cradle and cradle power adapter for the Command Cloud Mobile Device. (g) "Confidential or Proprietary Information" means any information or data disclosed by either GUARDIAN RFID or the Customer to the other party, including, but not limited to, the terms of this Agreement, negotiations and discussions relating to this Agreement, and any of the following which relate directly or indirectly to the Disclosing Party's products, services, or business: Command Cloud Subscription Agreement i 1 ©2024 GUARDIAN RFID.All rights reserved GUARDIAN RFID Is a U.S.registered trademark. Confidential&Proprietary (Rev. 1/2024)