Axon Enterprise Inc. CSA 20231219

Home

Consulting Services Agreement between City of San Leandro and Axon Enterprise, Inc. for Fleet 3 Advanced Last revised [12/19/2023] Exhibit D – Page 4 of 1 arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. City agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. City expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the City. 7. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to City, Axon is only responsible for the performance of Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 8. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 9. Design Changes. Axon may make design changes to any Axon Device or Service without notifying City or making the same change to Axon Devices and Services previously purchased by City. 10. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of City’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or City’s election not to utilize any portion of an Axon bundle. 11. 12. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. City will not cause any Axon proprietary rights to be violated. 13. IP Indemnification. Axon will indemnify City against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. City must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by City or a third-party not approved by Axon; (b) use of Axon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 14. City Responsibilities. City is responsible for (a) City’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by City or an City end user; (c) disputes between City and a third-party over City’s use of Axon Devices; (d) ensuring Axon Devices are destroyed and disposed of securely and sustainably at City’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 15. Effect of Termination. Upon termination of this Agreement, Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 16. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid discl osure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. Nothing by way DocuSign Envelope ID: E1B6788D-C642-4C4D-8553-CFF844DE231E