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DocuSign Envelope ID: 688ECEC6-8D4C-440E-A5FF-48D7FC9C9BC4 {� AXON Master Services and Purchasing Agreement insured shall provide thirty (30) days prior written notice to the Agency of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The Agency reserves the right to require complete certified copies of policies. 11.5 Waiver of Subro_ aq tion. The insurer agrees to waive all rights of subrogation against the Agency, its officers, employees and agents. 11.6 Defense Costs. Coverage shall be provided on a "pay on behalf of" basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusions. 12 Indemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency Indemnitees") against all claims, demands, losses, reasonable expenses and costs, and attorneys' fees, arising out of a third -party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 13 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not knowingly or intentionally cause any Axon proprietary rights to be violated. 14 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses and costs, and attorneys' fees from any third -party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third -party's intellectual property rights. Agency 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 Devices or Services by Agency or a third -party not approved by Axon; (b) use of Axon 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. 15 Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third -party over Agency's use of Axon Devices. 16 Termination. 16.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2 Termination for Convenience of Agency. Agency may terminate this Agreement at any time if it provides 30 days written notice to Axon. 16.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Devices for less than the manufacturer's suggested retail price (WSRK) and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 4 of 19