GUARDIAN RFID (CODEX CORPORATION)

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GUAMA WID the Disclosing Party shall have the right to seek equitable relief including an injunction to specifically enforce the terms of this Section 14, and to obtain any other legal or equitable remedies that may be available to it. In the event of any breach by the Receiving Party of this Section 14, the Receiving Party agrees to pay reasonable costs and legal fees incurred by the Disclosing Party in pursuit of any of its rights under this Section 14, in addition to any damages sustained by the Disclosing Party by reason of such breach, provided that the Disclosing Party prevails in the suit, action, or proceeding in which such costs and fees were incurred. 15. LIMITATION OF LIABILITY IN NO EVENT WILL GUARDIAN RFID'S LIABILITY TO THE CUSTOMER FOR DAMAGES UNDER THIS AGREEMENT, INCLUDING GUARDIAN RFID'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE ACTION THAT GAVE RISE TO SUCH CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT. 16. INDEMNIFICATION (a) Indemnification by-GUARDIAN RFID. GUARDIAN RFID will defend, indemnify, and hold harmless the Customer and the Authorized Customer Personnel(the"Customer Indemnified Parties"), from and against all reasonable and necessary costs, charges and expenses (including attorneys' fees) arising from any third-party claim, action, suit, or proceeding against any Customer Indemnified Party (a"Customer Indemnified Claim") to the extent the Customer Indemnified Claim is based on: (i)any claim that the Command Cloud System infringes a patent, copyright, or other proprietary right or violates a trade secret; and (ii) any gross negligence,willful misconduct, or fraud of GUARDIAN RFID or any Authorized GUARDIAN RFID Personnel. (b) Indemnification by the Customer. Except to the extent limited by applicable law, the Customer will defend, indemnify, and hold harmless GUARDIAN RFID and the Authorized GUARDIAN RFID Personnel("GUARDIAN RFID indemnified Parties"), from any and all reasonable and necessary costs, charges, and expenses (including attorneys' fees)which result from any third-party claim, action, suit, or proceeding against any GUARDIAN RFID indemnified Party (a"GUARDIAN RFID Indemnified Claim")to the extent the GUARDIAN RFID Indemnified Claim is based on: (i)the Customer's use of the Command Cloud System other than as permitted under this Agreement; and (ii) any gross negligence,willful misconduct, or fraud of the Customer or any Authorized Customer Personnel. 17. TERM AND TERMINATION (a) Term, The initial term of this Agreement shall begin on the Effective Date and extend to the second anniversary of the Go-Live Date(the"Initial Term').After the Initial Term, subject to Section 17(b), this Agreement may be renewed for additional one-year(1-year) periods (the "Extended Term"). (b) Non-Renewal. This Agreement may be terminated for convenience by either party by providing a non-renewal notice to the other party at least sixty (60) days prior to the end of the Initial Term or Extended Term, as applicable. Such termination will be effective as of the end of such Initial Term or Extended Term, as applicable. Command Cloud Subscription Agreement 1115 ©2024 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S,registered trademark. Confidential&Proprietary.(Rev. 112024)