GUARDIAN RFID (CODEX CORPORATION)

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GUARD ANWID 9. DELIVERY AND ACCEPTANCE (a) Delivery of Software to the Customer. GUARDIAN RFID will deliver the GUARDIAN RFID Software Materials to the Customer, either physically or electronically, and install them for the Customer at a mutually agreeable time in the project timeline. In addition, GUARDIAN RFID will install any Third-Party Software on the Hardware for use as part of the Command Cloud System at a mutually agreeable time in the project timeline. (b) Delive of Hardware to the Customer. GUARDIAN RFID will ship the Hardware to the Customer's facility at a mutually agreeable time in the project timeline.Any Hardware shipped will be via commercial carrier chosen by GUARDIAN RFID FOB destination, with the price included in the"Total Price"column of the quote provided in Addendum A. (c) Command Cloud S stem Acceptance. (i) After GUARDIAN RFID provides notice to the Customer that the Command Cloud System has been successfully installed, which may be conveyed via email (the"Installation Notice"), the Customer will have thirty (30) days to test the Command Cloud System (the"Testing Period")to determine whether the GUARDIAN RFID Software operates in accordance with the Documentation (the"Acceptance Criteria"). (ii) If, in the Customer's reasonable determination, the Command Cloud System does not satisfy the Acceptance Criteria, the Customer will give notice to GUARDIAN RFID, which may be conveyed via email, prior to the end of the Testing Period specifying with reasonable particularity the reason the Command Cloud System does not satisfy the Acceptance Criteria (a"Correction Notice"). (iii) GUARDIAN RFID will use reasonable efforts to correct any items specified in a Correction Notice and will provide notice to the Customer, which may be conveyed via email, when the Correction Notice has been addressed in a way that satisfies the Acceptance Criteria(a "Subsequent Installation Notice"). The Customer will have ten (10) days to test the Command Cloud System to determine whether it meets the Acceptance Criteria(a"Correction Testing Period"). If, in the Customer's reasonable determination, the Command Cloud System still does not satisfy the Acceptance Criteria, the Customer will provide another Correction Notice to GUARDIAN RFID, which may be conveyed via email, prior to the end of the Correction Testing Period. GUARDIAN RFID will continue to use reasonable efforts to correct any items specified in any Correction Notice and send Subsequent Installation Notices to the Customer, which may be conveyed via email, until the Command Cloud System meets the Acceptance Criteria, which will be deemed to occur when a Correction Testing Period expires without receipt of a Correction Notice from the Customer-. If, in the Customer's reasonable determination, the Command Cloud System does not satisfy the Acceptance Criteria within sixty (60) days of the first Correction Notice, then the Customer may, with notice to GUARDIAN RFID, deem the first Correction Notice to be a Notice of Non-Conformity which cannot be corrected for purposes of Section 12(a)(ii). 10. FEES AND PAYMENT TERMS (a) Fees. The Customer will pay GUARDIAN RFID the fees in the amounts specified in Addendum A. (b) Payment Terms. GUARDIAN RFID will invoice the Customer for amounts due under-this Agreement after the occurrence of the applicable events specified in Addendum A and after the occurrence of any other events specified in this Agreement which require a payment from Customer to GUARDIAN RFID, The Customer will pay any invoice received from GUARDIAN RFID within thirty(30)days after the date of that invoice. If the Customer fails to pay an amount Command Cloud Subscription Agreement 18 @2024 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential&Proprietary.(Rev. 112024)