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07
City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2020
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051920
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5/14/2020 3:34:14 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
5/19/2020
DESTRUCT DATE
15Y
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DocuSign Envelope ID:688ECEC6-8D4C-440E-A5FF-48D7FC9C9BC4 <br /> AlAXON Master Services and Purchasing Agreement <br /> the MSRP for Devices received and amounts paid towards those Devices. If terminating for non- <br /> appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the <br /> standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the <br /> standalone price of all individual components. <br /> 17 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, <br /> given the nature of the information or circumstances surrounding disclosure, should reasonably be <br /> understood to be confidential or privileged. Each Party will take reasonable measures to avoid disclosure, <br /> dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, <br /> neither Party will disclose the other Party's Confidential Information. If Axon is requested or required by law <br /> to disclose or disseminate confidential information, Axon will provide notice to Agency before disclosure. <br /> Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose <br /> Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Parties <br /> may publicly announce information related to this Agreement. <br /> 18 General. <br /> 18.1 Force Majeure.Neither Party will be liable for any delay or failure to perform due to a cause beyond <br /> a Party's reasonable control. <br /> 18.2 Independent Contractors.The Parties are independent contractors.Neither Party has the authority <br /> to bind the other. This Agreement does not create a partnership, franchise,joint venture, agency, <br /> fiduciary, or employment relationship between the Parties. <br /> 18.3 Third-Party Beneficiaries.There are no third-party beneficiaries under this Agreement. <br /> 18.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based <br /> on: race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; <br /> breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual <br /> orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran <br /> status; or any class protected by local, state, or federal law. <br /> 18.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. <br /> 18.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written <br /> consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an <br /> affiliate or subsidiary;or(b)for purposes of financing, merger,acquisition,corporate reorganization, <br /> or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective <br /> successors and assigns. <br /> 18.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes <br /> a waiver of that right. <br /> 18.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or <br /> unenforceable,the remaining portions of this Agreement will remain in effect. <br /> 18.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings, <br /> Indemnification, IP Rights, and Agency Responsibilities. <br /> Title: Master Services and Purchasing Agreement between Axon and Agency <br /> Department: Legal <br /> Version: 8.0 <br /> Release Date: 11/8/2019 Page 5 of 19 <br />
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