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QWAR rIANRFID
<br /> (i) Guardian RFID shall require and verify that all subcontractors maintain insurance meeting all
<br /> the requirements stated herein.
<br /> (i) Special Risks or Circumstances
<br /> (i) Customer reserves the right to modify these requirements, including limits, based on the
<br /> nature of the risk, prior experience, insurer, coverage,or other special circumstances,
<br /> Q) Failure to Maintain Insurance Coverage
<br /> (i) If Guardian RFID, for any reason, fails to maintain insurance coverage, which is required
<br /> pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a
<br /> material breach of Agreement. Customer, at its sole option, may terminate this Agreement at
<br /> any time and obtain damages from Guardian RFID resulting from said breach,
<br /> 19. INDEPENDENT CONTRACTOR RELATIONSHIP
<br /> It is expressly understood by the Customer and GUARDIAN RFID that GUARDIAN RFID and any
<br /> Authorized GUARDIAN RFID Personnel will not be construed to be, and are not, employees of the
<br /> Customer. GUARDIAN RFID will provide services to the Customer as an independent contractor with
<br /> control over the time, means, and methods for fulfilling its obligations under this Agreement.
<br /> GUARDIAN RFID further acknowledges that neither it nor any of the Authorized GUARDIAN RFID
<br /> Personnel is entitled to benefits from the Customer such as holiday time, vacation time, sick leave,
<br /> retirement benefits, health benefits, or other benefits usually associated with employment with the
<br /> Customer.
<br /> 20. MISCELLANEOUS
<br /> (a) Entire Agreement, This Agreement, including its Addenda and documents or other information
<br /> specifically referenced in or incorporated into this Agreement, constitutes the entire expression of
<br /> the parties'agreement on the matters contained in this Agreement. All prior and
<br /> contemporaneous negotiations and agreements between the parties on the matters contained in
<br /> this Agreement are expressly merged into and superseded by this Agreement. In the event of a
<br /> conflict between the Sections 1 through 20 of the Agreement and any of its Addenda and
<br /> documents or other information specifically referenced in or incorporated into this Agreement, the
<br /> language of Sections 1 through 20 of the Agreement will control.
<br /> (b) Amendments. The parties may not amend this Agreement except in a writing that each party
<br /> signs. The terms of such amendment will apply as of the effective date of the amendment unless
<br /> the amendment specifies otherwise.
<br /> (c) Waiver. No provision of this Agreement will be waived except pursuant to a writing executed by
<br /> the party against which the waiver is sought. No waiver will be applicable other than in the
<br /> specific instance in which it is given. No failure to exercise, partial exercise of, or delay in
<br /> exercising any right or remedy or failure to require the satisfaction of any condition under this
<br /> Agreement will operate as a waiver or estoppel of any right, remedy, or condition.
<br /> (d) Assignment. This Agreement will be binding upon, and the benefits and obligations provided for in
<br /> this Agreement will inure to,the parties and their respective owners, shareholders, members,
<br /> heirs, legal representatives, successors, and assigns. The Customer may not assign,without the
<br /> prior written consent of GUARDIAN RFID, which consent will not be unreasonably withheld, the
<br /> Customer's rights and obligations under this Agreement, in whole or in part, whether by merger,
<br /> consolidation, assignment, sale of stock, operation of law,or otherwise, and any attempt to do so
<br /> will be deemed a material breach of this Agreement.
<br /> Command Cloud Subscription Agreement 119
<br /> 02024 GUARDIAN RFID,All rights reserved.GUARDIAN RFID is a U.S.registered trademark.
<br /> Confidential&Proprietary,(Rev. 112024)
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