50-C0030-25-CP076_Sole Source - Guardian RFID 02192025.pdf.PDF

November 15, 2024

Capt. Manuel Vega

Socorro County Detention Facility

1001 Grefco

Socorro, NM 87801

RE: GUARDIAN RFID® Sole Source Letter for Imperial County Sheriff's Office

Dear Capt. Vega, This letter is intended to detail assertions as Sole Source provider of Command Cloud®.

Codex Corp. (d/b/a GUARDIAN RFID) is the maker and exclusive provider of Command Cloud, the officer experience platform.

GUARDIAN RFID is also the only SOC 2 Type 2 Compliant vendor that covers its officer experience platform and inmate tracking systems, running exclusively on Amazon Web Services (AWS). GUARDIAN RFID is an AWS public sector partner that is validated and differentiated.

There are several competitive circumstances that exist:

1. Source code for Command Cloud is exclusively created and managed by our in-house GUARDIAN RFID engineering organization across our Web, mobile, AI, BI, and database teams.

2. Command Cloud is the only officer experience platform that supports integration with the agency’s jail management system.

3. GUARDIAN RFID has been awarded the following patents by the United States Patent and Trademark

Office (USPTO) and has multiple patents-pending:

https://partners.amazonaws.com/partners/0010h00001fuOZNAA2/GUARDIAN%20RFID https://partners.amazonaws.com/partners/0010h00001fuOZNAA2/GUARDIAN%20RFID

PATENTS (WITH OTHERS PENDING)

U.S. patent no. 9,024,754 MONITORING INMATE MOVEMENT WITH RFID

U.S. patent no. 9,024,753 AUTOMATING OFFENDER DOCUMENTATION WITH RFID

U.S. patent no. 9,251,691 SYSTEMS AND METHODS FOR BEHAVIOR MONITORING AND

IDENTIFICATION

U.S. patent no. 9,396,447 SYSTEMS AND METHODS FOR MONITORING A HEADCOUNT.

U.S. patent no. 9,483,926 MONITORING INMATE MOVEMENT WITH RFID

U.S. patent no. 10,896,321 B2 MONITORING INMATE MOVEMENT WITH FACIAL RECOGNITION

US patent no. 11,574,317 INMATE COMPLIANCE MONITOR

4. GUARDIAN RFID specially designs and manufactures our ultra-rugged Android device, SPARTAN® and is only available through our company. SPARTAN is also Trade Agreement Act (TAA) compliant.

5. GUARDIAN RFID is the only inmate tracking system that embeds business intelligence and artificial intelligence technologies to manage, monitor, and track offenders in-custody. This includes our proprietary facial recognition algorithms and machine learning models.

All the best, Ken Dalley

CEO

Command Cloud Subscription Agreement | 1

©2023 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark.

Confidential & Proprietary. (Rev. 1/2024)

COMMAND CLOUD SUBSCRIPTION AGREEMENT

THIS COMMAND CLOUD SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into as of November 14, 2024 (“Effective Date”) by and between Codex Corporation d/b/a GUARDIAN RFID, a Minnesota corporation (“GUARDIAN RFID”), having its principal place of business at 6900 Wedgwood Rd. N, Suite 325, Maple Grove, MN 55311 and Socorro County Detention Center, a body corporate and politic under the laws of the state of New Mexico (“Customer”), having its principal place of business at 1001 Grefco Soccoro, NM 87801.

WHEREAS, GUARDIAN RFID provides a system comprised of hardware, support services, and a web-based software as a service platform to deliver a wide range of inmate management, monitoring, and tracking solutions (the “Command Cloud System”), and the Customer desires to implement the Command Cloud System by subscribing for the right to use the Command Cloud Subscription Services and Command Cloud Mobile Devices and purchasing certain Command Cloud Mobile Device Accessories.

NOW THEREFORE, the parties agree as follows:

1. DEFINITIONS. For purposes of this Agreement, the following terms have these definitions:

(a) “Authorized Customer Personnel” means any Customer Personnel who need to use the Command Cloud System in the performance of their duties or collaboration with the Customer, who have agreed to abide by the terms of this Agreement and who have agreed in writing to be bound by the terms of the Confidentiality provisions of this Agreement in Section 14, either by means of an agreement directly with GUARDIAN RFID or pursuant to an agreement with the Customer which restricts the use of the Confidential or Proprietary Information received as an employee, partner, member, owner, or affiliate of the Customer. In no case will the term “Authorized Customer Personnel” include any competitor of GUARDIAN RFID.

(b) “Authorized GUARDIAN RFID Personnel” means GUARDIAN RFID Personnel who provide services to the Customer under the terms of this Agreement.

(c) “Command Cloud Subscription Services” means the web-based software as a service product described on Addendum A.

(d) “Command Cloud Mobile Device” has the meaning in the quote provided in Addendum A.

(e) “Command Cloud Mobile Device Accessories” means the batteries, hand straps and pins, protective bumpers, battery covers, and other similar peripherals for the Command Cloud Mobile Device, except that the term expressly excludes the Command Cloud Mobile Device Charging Station.

(f) “Command Cloud Mobile Device Charging Station” means the charging cradle and cradle power adapter for the Command Cloud Mobile Device.

(g) “Confidential or Proprietary Information” means any information or data disclosed by either GUARDIAN RFID or the Customer to the other party, including, but not limited to, the terms of this Agreement, negotiations and discussions relating to this Agreement, and any of the following which relate directly or indirectly to the Disclosing Party’s products, services, or business:

(i) technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements, patents, patent applications, specifications, trade secrets, prototypes, processes, notes, memoranda, and reports; or

Command Cloud Subscription Agreement | 2

(ii) visual representations concerning the Disclosing Party’s past, present or future research, technology, know-how, and concepts; or

(iii) computer programs, software code, written documentation, products, information concerning vendors, members, customers, prospective customers, employees and prospective employees, market research, sales and marketing plans, distribution arrangements, financial statements, financial information, financing strategies and opportunities, and business plans.

In addition, the term “Confidential or Proprietary Information” shall include any information disclosed pursuant to any confidentiality or nondisclosure agreement entered by the parties in contemplation of entering the business relationship evidenced by this Agreement.

(h) “Customer Information” means all Confidential or Proprietary Information disclosed by the Customer to GUARDIAN RFID in connection with, in contemplation of entering, or under this Agreement or entered into the Command Cloud System.

(i) “Customer Personnel” means any officers, employees, partners, members, owners, agents, or affiliates of the Customer (including any third party to whom the Customer has outsourced all or part of its operations).

(j) “Customer Project Manager” means the person authorized by the Customer to serve as the primary point of contact for project management with GUARDIAN RFID as specified in Section 14(b).

(k) "Customer’s Third-Party Hardware” means any hardware, equipment, and other tangible items used by the Customer that is not specified to be provided by GUARDIAN RFID under the terms of this Agreement, including, but not limited to, networking equipment (including Wi-Fi), workstations, servers for third-party systems, mobile workstations, and laptops.

(l) “Customer’s Third-Party Software” means any software that is not specified to be provided by GUARDIAN RFID under the terms of this Agreement, including, but not limited to, operating systems, Internet browsers, plug-ins, content-viewing applications, software frameworks for downloaded content, productivity software, and enterprise software (including, but not limited to, jail, records, offender, medication, prescription, and case management systems).

(m) “Disclosing Party” means a party to this Agreement that discloses its Confidential or Proprietary Information to the other party to this Agreement.

(n) “Documentation” means all instructions, specifications, and other support materials generally made available to customers relating to the operation and functionality of the Command Cloud Subscription Services as updated from time to time by GUARDIAN RFID.

(o) “Force Majeure Event” means an occurrence beyond the reasonable control of the party affected, including acts of governmental authorities, acts of God, material shortages, wars, riots, rebellions, sabotage, fire, explosions, accidents, floods, strikes or lockouts of third parties, widespread illness or pandemics, or electrical, internet, or telecommunication outage that is not caused by the obligated party.

(p) “Go-Live” or “Goes-Live” means the use of the Command Cloud System as a live, non-test-bed system, which can be exhibited by events such as the completion of the first real-world log entry (e.g., cell check, offender movement, etc.) or a similar event or inmate activity dealing with real-world use.

Command Cloud Subscription Agreement | 3

(q) “Go-Live Date” means the latest to occur of (i) the date of the Installation Notice, or (ii) if any, the date of the last Subsequent Installation Notice. For clarity, the official Go-Live Date will be identified in the first invoice sent by GUARDIAN RFID to the Customer after the Command Cloud System Goes-Live.

(r) “GUARDIAN RFID Information” means Confidential or Proprietary Information disclosed by GUARDIAN RFID to the Customer in connection with, in contemplation of entering, or under this Agreement, including, but not limited to, all Documentation.

(s) “GUARDIAN RFID Personnel” means any officers, employees, partners, members, owners, agents, or affiliates of GUARDIAN RFID.

(t) “GUARDIAN RFID Project Manager” means the person authorized by GUARDIAN RFID to serve as the primary point of contact for project management with the Customer as specified in Section 6(a).

(u) “Hardware” means all hardware, equipment, and other tangible items supplied to the Customer by GUARDIAN RFID under this Agreement and identified as “Hardware” in Addendum A. Hardware specifically excludes the Customers’ Third-Party Hardware.

(v) “Initial Term Fee” means the sum of the Initial Term Fee for Year One and the fee amounts listed in Addendum B for (i) Initial Term Fee for Year Two and (ii) Initial Term Fee for Year Three.

(w) “Initial Term Fee for Year One” means the sum of the fee amounts listed in Addendum A.

(x) “Receiving Party” means the party to this Agreement that receives Confidential or Proprietary Information from the other party to this Agreement.

(y) “Receiving Party Personnel” means any employees, partners, members, owners, or affiliates of the Receiving Party.

(z) “Renewal Fee” means the sum of the fee amounts listed in Addendum B for (i) Renewal Fee for Extended Term Year One, (ii) Renewal Fee for Extended Term Year Two, and (iii) Renewal Fee for Extended Term Year Three.

(aa) “Service Level Agreement” means the agreement set forth in Addendum C.

(bb) “System Administrator” means any person authorized by the Customer to serve as the primary point of contact for systems administration between the Customer and GUARDIAN RFID as specified in Section 13(c).

(cc) “Term” means the period beginning on the Effective Date and ending on the earliest to occur of (i) the expiration of the Initial Term plus the Extended Term pursuant to Sections 17(a) and 17(b), or

(ii) a termination of this Agreement pursuant to Sections 17(b), 17(c), or 17(d).

(dd) “Third-Party Software” means any software to be supplied by GUARDIAN RFID under this Agreement that is purchased or licensed from any source external to GUARDIAN RFID for use with or integration into the Command Cloud System. Third-Party Software specifically does not include the Customer’s Third-Party Software.

2. SUBSCRIPTION OF COMMAND CLOUD SUBSCRIPTION SERVICES AND COMMAND CLOUD

MOBILE DEVICES

Command Cloud Subscription Agreement | 4

(a) Subscription. GUARDIAN RFID hereby grants to the Customer a right to access and use the Command Cloud Subscription Services and Command Cloud Mobile Devices as indicated in Addendum A, allowing the Customer and its Authorized Customer Personnel to use solely for the Customer’s own business purposes as part of the Command Cloud System during the Term of this Agreement. The type of subscription granted—agency or per device—is described in the “Product” column of the quote provided in Addendum A. Agency subscriptions grant access to an unlimited number of Authorized Customer Personnel. Per device subscriptions grant one license per corresponding device purchased. The subscription does not grant the Customer the right to use the Command Cloud Subscription Services and Command Cloud Mobile Devices except as set forth in this Agreement and does not grant to the Customer any ownership, title, or interest in the Command Cloud Subscription Services or Command Cloud Mobile Devices.

(b) Copies. The Customer may reproduce as many copies of the Documentation as the Customer reasonably deems appropriate to support its use of the Command Cloud System. The Customer must reproduce all confidentiality, proprietary, copyright, and similar notices and disclaimers on any copies made pursuant to this Section.

(c) Regulatory Requirements.

(i) Customer represents, warrants, and covenants that it will comply with all laws governing the use of Personal Information (as defined below) or any biometric identifiers or biometric information that apply to the information processed through the Command Cloud System, including without limitation: Tex. Bus. & Com. Code § 503.001 (“CUBI”), the Texas Data Privacy and Security Act (“TDPSA”), the California Consumer Privacy Act of 2018 (“CCPA”) CA. Civ.

Code §1798.100 – 1798.199.100, and the California Consumer Privacy Rights Act Regulations (“CPRA”) 11 CCR §7000 - §7304, collectively (“Data Protection Laws”). Personal Information means: information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household where such information is contained, processed by and/or through GUARDIAN RFID, including “Personal Information”, “Biometric Identifier”, and “Biometric Information”, as those terms are defined under Data Protection Laws.

(ii) Without derogating from the aforesaid Customer shall: (i) providing all notices (including notices at collection and/or signage) as may be required by Data Protection Laws to inform individuals about the processing, such as the collection and storage of Personal Information and purpose and length of term for which the Personal Information is being collected, stored, and used, and their rights provided by Data Protection Laws, including the processing by GUARDIAN RFID and any third parties; (ii) collecting all consents and confirmations and/or opt outs as may be required for collection, processing, storage, disclosure, redisclosure, or otherwise dissemination of Personal Information under Data Protection Laws, including in connection with the facial geometry, gait and/or other biometric identifiers; (iii) retaining Personal Information, including without limitation Biometric Identifiers and/or Biometric Information for no longer than is reasonably necessary to: (1) comply with a court order, statute, or public records retention schedule specified under federal, state, or local law; (2) protect against or prevent actual or potential fraud, criminal activity, claims, security threats, or liability;

and (3) serve the purpose for which the Biometric Identifier was collected; (iv) maintaining and publishing data retention and destruction policies for Personal Information, including Biometric Identifiers and Biometric Information meeting with the requirements of Data Protection Laws;

(v) deleting or instructing GUARDIAN RFID to delete when required by Data Protection Laws, any Personal information including Biometric Identifiers, and (vi) protecting the Personal Information from unauthorized access or use in accordance with Data Protection Laws, using the reasonable standard of care within the Customer’s industry and in a manner that is the same as or more protective than the manner in which the Customer stores, transmits, and protects any other confidential information the Customer possesses; including the adoption of physical, technical and organizational measures.

Command Cloud Subscription Agreement | 5

(iii) Customer shall inform GUARDIAN RFID if they are no longer able to comply with Data Protection Laws in connection with the Personal Information they process. Customer shall be responsible for addressing any legally valid individual requests under Data Protection Laws and shall notify GUARDIAN RFID of such requests. GUARDIAN RFID will reasonably cooperate with Customer to facilitate Customer’s response to such requests.

(iv) Customer shall use the Personal Information for the monitoring of movement of inmates within the prison properties for the management of security of the inmates, staff and guests. Unless permitted by applicable laws: Customer shall not (i) use or disclose Biometric Identifiers or Biometric Information in a manner that is materially inconsistent with the terms under which the Biometric Identifier was originally provided without obtaining consent for the new terms of use or disclosure; (ii) sell, lease, trade, or otherwise profit from a person's Biometric Identifier or Biometric Information; or (iii) disclose the biometric identifier to another person for a commercial purpose unless the individual provided consent, or the disclosure is necessary: (1) to comply with applicable law; (2) to comply with a valid warrant or subpoena issued by a court of competent jurisdiction; or (3) to complete a financial transaction or to provide a product or service requested or authorized by individual or the individual’s legally authorized representative

(v) Customer agrees to restrict its personnel (including any subcontractor personnel) from accessing or using any Personal Information except for the purpose set forth in Section 2(c)(ii) above.

3. SALE OF HARDWARE

(a) Sale of Hardware. Subject to the terms of this Agreement, GUARDIAN RFID will sell, assign, convey, transfer, and deliver to the Customer, and the Customer will purchase, receive, and accept from GUARDIAN RFID, all right, title, and interest in and to the Command Cloud Mobile Device Accessories and any Hardware that is not subject to a subscription.

4. USE OF THIRD-PARTY SOFTWARE

(a) Third-Party Software. Subject to the terms of this Agreement, GUARDIAN RFID will install or otherwise allow the Customer to use the Third-Party Software as part of the Command Cloud System. The Customer’s use of the Third-Party Software is subject to any terms and conditions set forth by the owner of the Third-Party Software.

(b) Restrictions on Usage. The Customer will not decompile, or create by reverse engineering or otherwise, the source codes from the object code for any Third-Party Software provided under this Agreement, adapt the Third-Party Software in any way, or use it to create a derivative work.

5. RESTRICTIONS ON USAGE

(a) Restrictions on Usage.

(i) GUARDIAN RFID reserves the right, in its sole discretion, to limit the Customer’s and any Authorized Customer Personnel’s use of Command Cloud Subscription Services if GUARDIAN RFID determines that the Customer’s or any Authorized Customer Personnel’s use is inconsistent with this Agreement.

(ii) The Customer and any Authorized Customer Personnel may not use Command Cloud Subscription Services for any purpose that is unlawful or that is prohibited by the terms of this Agreement. The Customer and any Authorized Customer Personnel may not attempt to gain unauthorized access to any part of Command Cloud Subscription Services, other accounts, computer systems, or networks connected to any part of Command Cloud Subscription

Command Cloud Subscription Agreement | 6

Services through hacking, password mining, or any other means, or obtain or attempt to obtain any materials or information through any means not intentionally made available through Command Cloud Subscription Services.

(iii) The Customer will not (A) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate Command Cloud Subscription Services;

(B) disassemble, decompile, or reverse engineer the software used to provide Command Cloud Subscription Services, or copy or catalog any materials or information made available through Command Cloud Subscription Services other than as permitted under this Agreement; or (C) take any actions, whether intentional or unintentional, that may circumvent, disable, damage, or impair Command Cloud Subscription Services’s control or security systems, or allow or assist a third party to do so.

(iv) The Customer will not, and will not allow any party other than GUARDIAN RFID to, perform “write” operations directly to or on the Command Cloud Subscription Services server or database, such as by using an open database connectivity driver, without the prior written consent of GUARDIAN RFID.

6. PROJECT MANAGEMENT

(a) GUARDIAN RFID Project Manager. The GUARDIAN RFID project manager will be assigned after contract execution. The GUARDIAN RFID Project Manager works with the Customer as the single point of contact for the implementation of the Command Cloud System. The GUARDIAN RFID Project Manager works with the Customer as the single point of contact for implementation of the Command Cloud System.

(b) Command Cloud System Configuration. After the Effective Date, the Authorized GUARDIAN RFID Personnel, under the direction of the GUARDIAN RFID Project Manager, will meet with Authorized Customer Personnel chosen by the Customer via online meeting in order to understand the Customer’s operational needs and business rules (the “Kick-Off Meeting”). The Authorized Customer Personnel will inform the Authorized GUARDIAN RFID Personnel about the Customer’s daily operations. The Authorized GUARDIAN RFID Personnel will use that information to identify how the Command Cloud System would best be configured to match and enhance the Customer’s workflows. The Authorized GUARDIAN RFID Personnel will inform each System Administrator on configuration options, including user-definable tools, establishing and removing users, and setting user privileges. If the Customer desires that the Kick-Off Meeting be conducted at the Customer’s premises, the parties will negotiate in good faith to mutually agree upon a price.

(c) Implementation and Status Meetings. The GUARDIAN RFID Project Manager will develop and manage the implementation schedule and coordinate with the Customer Project Manager to keep the implementation of the Command Cloud System on track and on schedule. The GUARDIAN RFID Project Manager will conduct status meetings, as needed or as requested by the Customer, to provide the Customer with status reports.

7. TRAINING

(a) Pre-Training Meeting. A pre-training meeting will be completed prior to the Complete End-User Training and Go-Live Support (the “Pre-Training Meeting”). The Pre-Training Meeting attendees should include the Customer Project Manager, each Systems Administrator, any Authorized Customer Personnel chosen by the Customer, the GUARDIAN RFID Project Manager, and Authorized GUARDIAN RFID Personnel chosen by GUARDIAN RFID. Attendees of the Pre- Training Meeting will review the Customer’s use of the Command Cloud System and discuss all policy and procedure considerations. Additionally, Authorized GUARDIAN RFID Personnel will

Command Cloud Subscription Agreement | 7 review frequently asked questions about the Command Cloud System. Information gathered during the Pre-Training Meeting will be used to customize the Complete End-User Training. The Authorized GUARDIAN RFID Personnel will include certified training instructors who will be available to answer questions asked by the Customer relating to the Command Cloud System.

(b) Initial Training. Over the course of no more than 4 consecutive days, Authorized GUARDIAN RFID Personnel who are certified training instructors (the “GUARDIAN RFID Trainers”) will conduct Complete End-User Training and Go-Live Support (the “Initial Training”) as follows:

(i) Complete End-User Training. The GUARDIAN RFID Trainers will provide training to Authorized Customer Personnel that is focused on building proficiency and confidence using the Command Cloud System (the “Complete End-User Training”) logging a wide range of inmate activities, and assembling RFID wristbands. The Complete End-User Training will be conducted over up to 1 of the Initial Training days, with a maximum of two (2) classes per day (for a total of up to 2 classes). Each class will have a duration of approximately four (4) hours.

(ii) Go-Live Support. For 1 of the Initial Training days, which includes a maximum of eight (8) hours per day, the GUARDIAN RFID Trainers will be on the Customer’s premises to provide support to the Authorized Customer Personnel by answering on-the-job questions that arise and reinforcing skills covered during the Complete End-User Training (the “Go-Live Support”).

(iii) Situations may arise necessitating deviations from standard training protocols in Section 7(b)(i) and 7(b)(ii). Any modifications must be documented in writing and subject to mutual agreement. Modification considerations include a minimum of 2 consecutive days of training, classroom size, and number of trainers on site.

(c) Refresher Training. After the Go-Live Date, live online classes to introduce additional Authorized Customer Personnel to the Command Cloud System or refresh existing Authorized Customer Personnel on best practices in using the Command Cloud System (the “Refresher Training”) are available at no additional charge. If the Customer wants Refresher Training to be conducted at the Customer’s premises, the Customer may purchase on-premises Refresher Training at the then-current list pricing.

8. SUPPORT AND SERVICE LEVELS

(a) Telephone and Email Support. GUARDIAN RFID will provide telephone and email support, available Monday-Friday during the hours of 8 a.m. to 5 p.m. Central time, excluding federal holidays, for the Command Cloud System and will maintain a support center database to track any reported issues. For weekends and federal holidays, GUARDIAN RFID will provide a contact number in the event of an emergency. In addition, the technical support for Command Cloud Subscription Services does not include support for the Customer’s jail management system unrelated to Command Cloud Subscription Services, such as any of the Customer’s Third-Party Software. The telephone and email support provided under this Section does not include custom programming services or training.

(b) Service Levels. The expectations for Command Cloud availability, recovery services, and incident response are as set forth in the Service Level Agreement in Addendum C

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

Command Cloud Subscription Agreement | 8 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) Delivery 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 System 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 due within thirty (30) days after the applicable invoice date, the Customer will pay late charges of one and one half percent (1.5%) or the highest amount allowed by law, whichever is lower, per month on such balance

Adren Nance This provision violates the NM Constitution.

Command Cloud Subscription Agreement | 9

(c) Taxes. Unless the Customer and/or the transaction is exempt from the following taxes as a governmental entity, the Customer will pay or reimburse GUARDIAN RFID for sales and use taxes, where applicable, and any other governmental charges levied, imposed, or assessed on the use of the Command Cloud System or on this Agreement, excluding, however, ordinary personal property taxes assessed against or payable by GUARDIAN RFID, taxes based upon GUARDIAN RFID’s net income, and GUARDIAN RFID’s corporate franchise taxes. GUARDIAN RFID will furnish to the Customer invoices showing separately itemized amounts due under this Section.

(d) Additional Purchases. From time to time, additional Hardware (e.g., wristbands, RFID wall readers, Command Cloud Mobile Device Accessories, etc.) may need to be purchased by the Customer in order to continue using the Command Cloud System. In the event of additional purchases of Hardware, the Customer shall acquire such additional Hardware directly from GUARDIAN RFID, and GUARDIAN RFID will invoice the Customer for amounts due for such additional Hardware.

(e) Change in Configuration of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware. In the event that the Customer chooses to change the configuration of any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware as such configuration existed as of the Effective Date (including, but not limited to, adding, removing, or modifying any Customer’s Third-Party Software or Customer’s Third-Party Hardware), and such changed configuration requires modifications to the Command Cloud System for the Command Cloud System to function with the changed configuration, the Customer will pay GUARDIAN RFID to perform the work needed to enable the Command Cloud System to function with the changed configuration. The amount paid by the Customer to GUARDIAN RFID will be as reasonably agreed to by the parties in writing prior to the Customer changing the configuration of any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware.

11. INTELLECTUAL PROPERTY RIGHTS

(a) GUARDIAN RFID Intellectual Property.

(i) Except for the rights expressly granted to the Customer under this Agreement, GUARDIAN RFID will retain all right, title, and interest in and to the Command Cloud System and Command Cloud Subscription Services, including all worldwide technology and intellectual property and proprietary rights. GUARDIAN RFID expressly reserves any rights not expressly granted to the Customer by this Agreement.

(ii) With the exception of the Hardware purchased pursuant to this Agreement, GUARDIAN RFID retains title to any other deliverables under this Agreement, including, but not limited to, all copies and audiovisual aspects of the deliverables and all rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the deliverables.

(iii) Any and all trademarks and trade names which GUARDIAN RFID uses in connection with this Agreement are and shall remain the exclusive property of GUARDIAN RFID. Nothing in this Agreement will be deemed to give the Customer any right, title, or interest in any trademark or trade name of GUARDIAN RFID.

(iv) All right, title, and interest in all derivative works, enhancements, and other improvements to the Command Cloud System and Command Cloud Subscription Services, and other GUARDIAN RFID intellectual property and all processes relating thereto, whether or not patentable, and any patent applications or patents based thereon, made or conceived during, and a result of, this Agreement shall be owned solely by GUARDIAN RFID. For the avoidance of doubt, GUARDIAN RFID will have all right, title, and interest in any

Command Cloud Subscription Agreement | 10 modifications made to the Command Cloud System and Command Cloud Subscription Services, and other GUARDIAN RFID intellectual property to allow GUARDIAN RFID intellectual property to function with Customer’s intellectual property and Customer’s Third- Party Software. The Customer will, at GUARDIAN RFID’s request, cooperate with and assist GUARDIAN RFID in obtaining intellectual property for any derivative works, enhancements, or other improvements covered by this paragraph.

(v) The Customer shall not remove, efface, or obscure any confidentiality, proprietary, copyright, or similar notices or disclaimers from the Command Cloud System and Command Cloud Subscription Services, or any materials provided under this Agreement.

(b) GUARDIAN RFID Information. GUARDIAN RFID retains ownership of all GUARDIAN RFID Information.

(c) Customer Information. The Customer retains ownership of all Customer Information.

(d) Inmate Data and Personnel. The Customer owns any inmate management, monitoring, and tracking data collected as part of the Command Cloud System (“Inmate Data”) and any Customer’ personnel data collected as part of the Command Cloud System (“Customer Personnel Data”).

Prior to the expiration or termination of this Agreement, the Customer may access the Inmate Data and Customer Personnel Data by either running a report on Command Cloud Subscription Services and exporting the Inmate Data and Customer Personnel Data, or requesting that GUARDIAN RFID run a report, at no additional expense to the Customer, and send the Customer the Inmate Data and Customer Personnel Data. Unless otherwise directed by the Customer, GUARDIAN RFID will maintain a copy of the Inmate Data and Customer Personnel Data for up to one (1) year after expiration or termination of this Agreement. Upon request of the Customer made within one (1) year after the expiration or termination of this Agreement, GUARDIAN RFID will run a report and send the Customer the Inmate Data and Customer Personnel Data in spreadsheet form.

12. WARRANTIES

(a) Command Cloud Subscription Services and Command Cloud Mobile Devices.

(i) GUARDIAN RFID warrants to the Customer that, during the Term of this Agreement, the Command Cloud Subscription Services and Command Cloud Mobile Devices will operate in accordance with and otherwise conform in all material respects to their applicable Documentation.

(ii) In the event of a claim by the Customer under this Command Cloud Subscription Services warranty, which claim should be made by notice to GUARDIAN RFID specifying with reasonable particularity the claimed non-conformity (a “Notice of Non-Conformity”), GUARDIAN RFID will use reasonable efforts to correct the non-conformity. If within sixty (60) days after receipt of the Notice of Non-Conformity from the Customer, GUARDIAN RFID shall not have either corrected the non-conformity or, in the case of a non-conformity which cannot be corrected in sixty (60) days, begun in good faith to correct the non-conformity, then the Customer’s sole remedy under this warranty is to receive a pro-rated refund of all prepaid subscription fees and terminate the Agreement in accordance with the provisions of Section 17(d), in which case the Notice of Non-Conformity sent by the Customer pursuant to this Section will be deemed to be the notice required by Section 17(d). If the non-conformity which cannot be corrected occurs prior to the time the Command Cloud System meets the Acceptance Criteria pursuant to Section 9(c) and the Customer terminates the Agreement pursuant to Section 17(d), then the Customer will receive from GUARDIAN RFID a refund of all fees paid under the Agreement, in which case the Customer must return to GUARDIAN

Command Cloud Subscription Agreement | 11

RFID the Hardware and cease use of the Command Cloud Subscription Services and other products purchased from GUARDIAN RFID. In no other circumstances will GUARDIAN RFID be obligated to provide a refund of fees paid under the Agreement or be obligated to accept the return of Hardware or other products purchased from GUARDIAN RFID.

(iii) In the event of a claim by the Customer under the Command Cloud Mobiles Devices warranty, GUARDIAN RFID will provide required maintenance and, if necessary, repair or replace any Command Cloud Mobiles Devices at no additional charge to the Customer.

Command Cloud Mobile Devices warranty does not cover repairs or replacements that are necessitated by any one or a combination of the following:

(A) damage resulting from misuse, abuse, fire, liquid contact, or alterations by the Customer or any Customer Personnel; or

(B) corrective work necessitated by repairs made by anyone other than a GUARDIAN RFID authorized service technician or without GUARDIAN RFID’s prior written consent.

(b) Hardware. GUARDIAN RFID will be solely responsible for processing and managing all Hardware warranty claims during the Term of this Agreement. Hardware consists of all non-Leased items, such as printers, laminators, and other equipment. All coverage periods for purchased Hardware begin on the latest to occur of (1) the Go-Live Date or (2) the date the Hardware is purchased and ends on the earliest to occur of (1) the end of the warranty period provided in this Section applicable to such Hardware or (2) the date this Agreement expires or is terminated. The Customer will contact GUARDIAN RFID in accordance with Section 8(a) for all Hardware-related issues. After receiving a Hardware-related warranty request, GUARDIAN RFID will provide instructions to the Customer to follow for facilitating a repair or replacement. Customer is responsible for shipping to GUARDIAN RFID.

(c) DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES SET FORTH IN

THIS SECTION, GUARDIAN RFID DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY

NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, GUARDIAN RFID DOES NOT

GUARANTEE THAT THE COMMAND CLOUD SYSTEM WILL BE ACCESSIBLE ERROR-FREE

OR UNINTERRUPTED. THE CUSTOMER ACKNOWLEDGES THAT GUARDIAN RFID DOES

NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,

INCLUDING THE INTERNET, AND THAT ACCESS TO THE COMMAND CLOUD SYSTEM MAY

BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE

OF SUCH COMMUNICATIONS FACILITIES. GUARDIAN RFID IS NOT RESPONSIBLE FOR

ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH

PROBLEMS.

13. CUSTOMER OBLIGATIONS

(a) Access to Premises and Authorized Customer Personnel. The Customer will provide Authorized GUARDIAN RFID Personnel with reasonable and timely access to the Customer’s premises and Authorized Customer Personnel necessary for GUARDIAN RFID to perform its obligations under this Agreement.

(b) Customer Project Manager. The Customer will name one primary Customer project manager, who will be the main point of contact between the Customer and GUARDIAN RFID with respect to project management (“Customer Project Manager”). The Customer Project Manager will be responsible for managing and coordinating the Customer’s resources to complete assigned project tasks and activities. The Customer Project Manager will also be responsible for

Command Cloud Subscription Agreement | 12 designating persons responsible for specific roles as needed, such as System Administrator, and ensuring that tasks assigned to these individuals are completed. The Customer Project Manager will also be responsible for signoffs of various project documents and will have the authority to speak for the Customer from a project perspective.

(c) System Administrator. The Customer will name one or more primary system administrators to serve as a main point(s) of contact between the Customer and GUARDIAN RFID with respect to system administration (each, a “System Administrator”). At least one (1) System Administrator must be available at all times. The Customer will ensure that the System Administrators possess the appropriate technology and public safety knowledge and skills to perform this role sufficiently.

(d) Hardware Installation. The Customer will be responsible for installing and maintaining all hardware not specified under this Agreement to be installed or maintained by GUARDIAN RFID.

(e) Customer’s Third-Party Software and Customer’s Third-Party Hardware. The Customer will be solely responsible for obtaining, installing, maintaining, supporting, and updating the Customer’s Third-Party Software and the Customer’s Third-Party Hardware. The Customer expressly agrees that GUARDIAN RFID will have no responsibility under this Agreement for obtaining, installing, maintaining, supporting, or updating the Customer’s Third-Party Software or the Customer’s Third-Party Hardware.

(f) Flow of Information. The Customer will be responsible for the accuracy and continuous flow of any information required from Customer’s Third-Party Software and the Customer’s Third-Party Hardware to the Command Cloud System that is required for the Command Cloud System to properly function.

(g) Facility Preparation. The Customer will be responsible for performing any actions not specifically delegated to GUARDIAN RFID under this Agreement that are required to prepare the facility for installation of the Command Cloud System, including, but not limited to, providing appropriate uninterrupted power, air conditioning, sufficient space, electrical drops, network and physical security, network equipment (including Wi-Fi), network drops, and other similar items.

(h) System Configuration. The Customer will make appropriate subject matter experts available to perform Command Cloud System configuration tasks as assigned.

(i) Third-Party Costs. The Customer will be solely responsible for any third-party costs related to the implementation of the Command Cloud System. The Customer expressly agrees that GUARDIAN RFID will have no responsibility under this Agreement for any third-party costs related to the implementation of the Command Cloud System, including, but not limited to, any third-party costs associated with the implementation of any of the Customer’s Third-Party Software or the Customer’s Third-Party Hardware.

(j) Proper Use of Command Cloud System. Each of the Authorized Customer Personnel must learn proper use of the Command Cloud System through one or a combination of the following: (1) attending one of the Customer End-User Training Classes, (2) attending a Refresher Training, or

(3) receiving instruction on proper use of the Command Cloud System by another of the Authorized Customer Personnel who is familiar with the proper use of the Command Cloud System. The Customer acknowledges that the Command Cloud System is designed to deliver a wide range of inmate management, monitoring, and tracking solutions, but that the Command Cloud System relies on the Authorized Customer Personnel accurately and appropriately logging events and on the Customer fulfilling the obligations of this Section 13. The failure by the Customer or the Authorized Customer Personnel to properly use the Command Cloud System or fulfill the obligations of this Section 13 may prevent records logged using the Command Cloud System from being accurate.

Command Cloud Subscription Agreement | 13

(k) Service Levels. The Customer is responsible for meetings its obligations set forth in the Service Level Agreement.

(l) Usage Seal. The Customer may display the Defended by GUARDIAN RFID™ Seal on the Customer’s website and link the Defended by GUARDIAN RFID™ Seal to the GUARDIAN RFID website (https://www.guardianrfid.com). For avoidance of doubt, the “Defended by GUARDIAN RFID™ Seal” is as follows, a digital copy of which can be obtained from the GUARDIAN RFID Project Manager:

https://www.guardianrfid.com

In addition, the Customer may, but is not required, to include some or all of the following additional information about GUARDIAN RFID on the Customer’s website or through such other means as the Customer reasonably determines will effectively information the public of such information:

[Insert Customer’s Proper Name] uses GUARDIAN RFID to manage, monitor, and track inmates in-custody. Radio frequency identification (RFID) technology is used to support staff and inmate compliance and optimizes our data collection and reporting responsibilities as mandated by state and national corrections standards.

Inmates are required to wear non-implantable devices at all times. Any incident of non-compliance will not be tolerated, and an inmate will be subject to fines and disciplinary action, including prosecution.

All systems and devices using RFID technology are designed, tested, and manufactured to comply with Federal Communications Commission (FCC) regulations. RF energy levels generated are similar to those found in consumer electronics. Inmate-worn devices are hypoallergenic.

RF-based inmate identification is the exclusive property of [Insert Customer’s Proper Name].

14. CONFIDENTIALITY

(a) Use and Handling of Confidential or Proprietary Information. The Receiving Party shall keep the Confidential or Proprietary Information confidential, shall use such information solely for performing its obligations under this Agreement, and shall not disclose to any persons or entities any of the Confidential or Proprietary Information without the prior written consent of the applicable Disclosing Party. The Receiving Party shall make the Confidential or Proprietary Information available only to Receiving Party Personnel who have a demonstrable need for such information, provided that the Receiving Party has informed all such Receiving Party Personnel of the Receiving Party’s obligations under this Agreement and such Receiving Party Personnel have agreed in writing to be bound by the terms of this Agreement, either by means of an agreement directly with the Disclosing Party or pursuant to an agreement with the Receiving Party which restricts the use of the Confidential or Proprietary Information received as Receiving Party Personnel. In accepting any Confidential or Proprietary Information disclosed to the Receiving Party under this Agreement, the Receiving Party agrees to preserve the confidentiality of such information with at least the same degree of care as that taken by the Receiving Party to preserve and protect its own Confidential or Proprietary Information, in no case less than a reasonable degree of care. The Receiving Party agrees to maintain adequate safeguards and procedures to

Command Cloud Subscription Agreement | 14 prevent the theft, loss, or dissemination of any of the Confidential or Proprietary Information, and, in the event of any such theft, loss, or dissemination, shall notify the Disclosing Party immediately.

(b) Exceptions to Confidential Treatment. The Receiving Party shall not be obligated to maintain any information in confidence or refrain from use if:

(i) the information was lawfully in the Receiving Party’s possession or was known to it prior to its disclosure from the Disclosing Party as evidenced by written records;

(ii) the information is, at…