Axon Enterprise, Inc. Information Sheet.docx

Axon Enterprise, Inc.

Wisconsin Contract No. 505ENT-O24-SAFETYVIDEOSYSTEM-01 NASPO Master Agreement (MA) No. OK-MA-145-21-100

CONTRACT DETAILS

· 2 Vehicle Mounted Video and Recording Devices

· 4 Interview/Interrogation Room Video Recording

· 5 Video Storage, Data Security and Peripherals

· NASPO Price List: Axon Master Price Book Quote requests and purchase orders must reference Contract 505ENT-O24-SAFETYVIDEOSYSTEM-01

Sean Lake 623.225.9909 slake@axon.com

Crystal Thorson 208.954.2763 cthorson@axon.com

STAR Supplier ID: Ending in 35907 STAR Contract #: 505ENT-O24-SAFETYVIDEO-01

CONTRACT DETAILS

Participating Addendum

Master Agreement

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AXON_-_SOW_PA_505ENT-O24-SAFETYVIDEOSYSTEM-01_-_FINAL.pdf

Version 2023.06.15

Part icipat ing Addendum Number 505ENT-O24-SAFETYVIDEOSYSTEM-01 for

PUBLIC SAFETY VIDEO SYSTEMS (2023-2028)

between

State of Wiscons in and

AXON ENTERPRISE, INC.

This Participating Addendum is entered into by State of Wisconsin (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master Agreement Number OK-MA-145-21-400, executed by Contractor and the State of Oklahoma (“Lead State”) for Public Safety Video Systems (2023-2028) (“Master Agreement”):

AXON Enterprise, Inc.(“Contractor”) 17800 N 85th Street Scottsdale, AZ 85255

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

Sean Lake slake@axon.com 623 225 9909

Participating Entity’s contact for this Participating Addendum is:

Laura Bergum Procurement Specialist Laura.bergum@wisconsin.gov 608-267-6922

II. TERM. This Participating Addendum is effective as of the date of the last signature below, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein. For avoidance of doubt, notwithstanding anything to the contrary, if an order issued prior to expiration or cancellation of this Participating Addendum and extends beyond the expiration or termination of this Participating Addendum, the terms of the Participating Addendum in addition to those in the executed Master Agreement shall govern that order and continue until all obligations by both the Contractor and Participating Entity are completed.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with Participating Entity’s laws.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to Contractor and Participating Entity and Purchasing Entities.

a. Products. All products available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

b. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

c. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA

Part icipat ing Addendum Number 505ENT-O24-SAFETYVIDEOSYSTEM-01 for Public Safety Video Sys tems (2023-2028)

Between The State of Wiscons in and AXON Enterprise , Inc.

Participating Entity may provide Products and Services to users of this Participating Addendum.

Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum. The terms of this Participating Addendum, including those modifying or adding to the terms of the Master Agreement, apply only to the Parties and shall have no effect on Contractor’s participating addenda with other participating entities or Contractor’s Master Agreement with the Lead State.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE. See Exhibit C – Quarterly Activity Report.

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

IX. INFORMATION TECHNOLOGY STANDARDS. See Exhibit B - Standard Software License Terms and Conditions and Exhibit C – Security Rider.

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. Exhibit A – Wisconsin State Standard Terms and Conditions

b. Exhibit B – Security Rider

c. Exhibit C – Quarterly Activity Report

d. Exhibit D – Vendor Agreement – Wisconsin’s Cooperative Purchasing Service (DOA-3333) Form

The State of Wisconsin Standard Terms and Conditions (Exhibit A) shall prevail if there is a conflict between the terms and conditions of Axon's NASPO Master Agreement and the State of Wisconsin’s Standard Terms and Conditions.

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

Sean Lake slake@axon.com 623 225 9909

For Participating Entity:

Laura Bergum Procurement Specialist Laura.bergum@wisconsin.gov, 608-267-6922

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Part icipat ing Addendum Number 505ENT-O24-SAFETYVIDEOSYSTEM-01 for Public Safety Video Sys tems (2023-2028)

Between The State of Wiscons in and AXON Enterprise , Inc.

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall promptly email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. The Parties acknowledge and agree that the Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

Printed Name Printed Name

Title Title

Date Date

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91E

5/16/2024 | 11:35 AM MST

Robert Driscoll

Deputy General Counsel

DocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA

Cheryl Edgington

Bureau Director

5/23/2024 | 1:04 PM CDT

mailto:pa@naspovaluepoint.org

2024-05-23T11:04:50-0700

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Axon_Exhibit_A_-_ADDITIONAL_TERMS_AND_CONDITIONS_-_FINAL.pdf

PARTICIPATING ADDENDUM

NASPO ValuePoint Public Safety Video Systems OK-MA-145-21-100

Lead by the State of Oklahoma (hereinafter "Lead State") EXHIBIT A – Axon Enterprise, Inc.

Participating Entity Contract #505ENT-O24-SAFETYVIDE0SYSTEM-01

STATE OF WISCONSIN ADDITIONAL TERMS AND CONDITIONS

1. DEFINITIONS. Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter.

“Agency” or “State Agency” means an office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat. s. 16.70(2).

“Business Day” means any day on which the Contracting Agency is open for business.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor specifically to render Services under this Contract.

“Contracting Agency” means the Agency entering into this Contract on behalf of the State.

“Day” means calendar day unless otherwise specified in this Contract.

“Default” means the omission or failure to perform a contractual duty or provide Deliverables or render Services as contractually required.

“Deliverables” means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder. Deliverables shall be the property of the State of Wisconsin unless otherwise specified in the Contract.

“Goods” means articles of trade or items of merchandise, supplies, raw materials, or finished products, and may also include incidental or related services as the situation may require.

“Inspection” means an examination of Deliverables or Services provided under this Contract in order to determine their fitness for use.

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“Key Personnel” means specifically identified Contracted Personnel that play a lead and critical role in rendering Services during the Contract term.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account;

(d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

“Purchase Order” means the State’s standard document of a purchase of Deliverables and Services.

“Services” means all work performed, and labor, actions, recommendations, plans, research, customizations, modifications, documentation, and maintenance and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under this Contract.

“SOW” means Statement of Work.

“State” means the State of Wisconsin.

“Subcontract” means an agreement, written or oral between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a Subcontract with the Contractor for the purpose of delivering Deliverables or rendering Services to the State.

“Work Center” means a charitable organization or nonprofit institution which is licensed under s. 104.07 and incorporated in this State or a unit of county government which is operated

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA for the purpose of carrying out a program of rehabilitation for severely handicapped individuals and for providing the individuals with remunerative employment or other occupational rehabilitating activity of an educational or therapeutic nature, and which is engaged in the production of materials, supplies or equipment or the performance of contractual services in connection with which not less than 75% of the total hours of direct labor are performed by severely handicapped individuals.

2. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin.

Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

3. AMENDMENTS. The terms of this Participating Addendum, Excluding the Master Agreement, shall not be waived, altered, modified, supplemented, or amended in any manner whatsoever except upon mutual written Agreement between the Contractor and the Participating Entity.

4. TERM. The term of this Participating Addendum will be effective upon the date of the final execution by the Participating Entity and coterminous with the Master Agreement term unless otherwise cancelled or terminated as set forth in this Participating Addendum by the Participating Entity.

5. VENDOR AGREEMENT FORM. The Contractor must sign the State of Wisconsin Vendor Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333) (Exhibit D), to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum.

Contractor is responsible for verifying all sales under this Participating Addendum are to Purchasing Entities authorized by this Participating Addendum.

6. TERMINATION FOR CAUSE. The termination for cause terms and conditions remain as stated in the Master Agreement and apply here.

7. TERMINATION FOR CONVENIENCE. The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least Thirty (30) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least Thirty (30) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Deliverables provided under the Contract. Contractor shall be compensated for the actual Service hours provided in accordance with the Contractor’s quote provided to the State. The State remains responsible for all fees incurred before the effective date of termination.

8. CONTRACT CANCELLATION:

(a) The State reserves the right to cancel this Contract in whole or in part without penalty, and without prior notice, if the Contractor:

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Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity

Makes an assignment for the benefit of creditors

Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract;

Fails to maintain the confidentiality of the State’s information that is considered to be Confidential Information, or

Performs in a manner that threatens the health or safety of a State employee, citizen, or customer.

(b) The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ notice, if the Contractor:

Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes;

Incurs a delinquent Wisconsin tax liability;

Fails to submit a non-discrimination or affirmative action plan as required herein.

Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); or

Becomes a state or federally debarred contractor.

9. POST CONTRACT OBLIGATIONS. Upon the termination of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration.

10. QUOTES.

a. Contractor shall acknowledge the Purchasing Entity quote requests within two (2) Business Days of receiving the request.

b. Contractor shall then provide written quotes to Purchasing Entities by the date specified within the request and/or as soon as reasonable possible.

c. Quotes shall contain any applicable shipping charges not covered under the Contract.

Any shipping costs listed on an invoice that were not included on the quote will not be paid by the Purchasing Entity.

11. PRICING.

a. Pricing, including volume discounts, promotional prices, and other negotiated rates, shall be in accordance with Section 6.1 “Pricing” of the Master Agreement;

b. Contractor shall offer such lower pricing or higher discount options available to the Purchasing Entity under Section 6.1 prior to an Order being placed. Such discounts shall

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA not require the Purchasing Entity or the Participating Entity to provide additional documentation to participate in such pricing; and

c. Contractor may offer promotions for discounted Products based on their inventory and sales. Contractor will be responsible to market such offers and adhere to the terms and conditions regarding advertising and news releases.

12. CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS. The Contractor shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect the Contractor’s work or obligations hereunder.

The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors. Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

13. DELAY AND REMEDY. If the Contractor fails to remedy any delay or other problem in its performance of its Contract obligations after receiving reasonable notice from the State to do so, the Contractor shall reimburse the State for all reasonable costs incurred as a direct consequence of the Contractor’s delay, action, or inaction. In case of failure to deliver Deliverables or Services in accordance with this Contract, the State, upon written notice to the Contractor, may procure such Deliverables or Services from other sources as necessary, and the Contractor shall be responsible for the additional cost of such Deliverables or Services above the quoted cost from the Contractor. This remedy shall be in addition to any other legal remedies available to the State.

14. WORK CENTER CRITERIA. The Contractor shall implement processes that allow Agencies to satisfy the State's obligation to purchase goods and services produced by Work Centers certified under the State’s Work Center Law, §16.752, Wis. Stat. The Contractor shall include goods provided by Work Centers in its catalog for Agencies and block the sale of comparable items to Agencies.

15. NON-APPROPRIATION. The State reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract.

16. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract;

Commercial liability, bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the terms of this Contract, with a minimum coverage of one million dollars

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($1,000,000) per occurrence combined single limit for automobile liability and property damage.

Certificate of Insurance, showing up-to-date coverage, shall be on file in the Contracting Agency before the Contract may commence. (if applicable)

The State reserves the right to require higher or lower insurance limits, where warranted via an Amendment.

17. NONDISCRIMINATION AND AFFIRMATIVE ACTION. In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s.

111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

17.1. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within thirty (30) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

17.2. The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

17.3. Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

17.4. Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in

s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

17.5. Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

18. STATE PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY. The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State, or to any state or local unit of government. The State also reserves the right to cancel this Contract as provided in Section 6, DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA

Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term of the Contract.

19. CONTRACTOR INDEMNIFICATION. Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all claims, suits, actions, liabilities and costs of any kind, including reasonable attorney's fees, for personal injury or damage to property arising out of a claim by a third party against the State arising from the negligent acts or omissions of the Contractor, its agents, officers, employees or Subcontractors.

20. CONFIDENTIAL INFORMATION.

(a) Disclosures.

In connection with the Contractor’s performance hereunder, it may be necessary for the State to disclose to the Contractor Confidential Information. The Contractor shall not use such information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control, including transportation, whether physically or electronically.

Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the State, as directed.

The Contractor shall maintain all such information for a period of six (6) years from the date of termination of this Contract, and shall thereafter return or destroy said information as directed by the State.

(b) Equitable Relief; Indemnification in Event of Contractor Breach.

Indemnification: In the event of a breach of this Section by Contractor, Contractor shall indemnify, defend and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the negligent acts or omissions of the Contractor, and its Subcontractors, employees and agents including, but not limited to, disallowances or penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section and, with respect to Personally Identifiable Information, the costs of monitoring the credit of all persons whose Personally Identifiable Information was disclosed.

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Equitable Relief: The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

21. INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS. The Contractor guarantees that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and federal labor laws, and that the use of said items shall not infringe any United States patent, copyright, or other intellectual property rights of others. The Contractor shall at its own expense indemnify, defend and hold the State harmless from any claims brought against the State for any alleged patent, copyright or other intellectual property right infringement due to the use of such items, provided that the Contractor is promptly notified of such suit, and is given all related documents. The Contractor shall pay all costs, damages, and profits recoverable in any such infringement lawsuit subject to the limitation of liability set forth in the Master Agreement.

22. SECURITY OF PREMISES, EQUIPMENT, DATA AND PERSONNEL. During the performance of Services under this Contract, the Contractor may have access to the personnel, premises, equipment, and other property, including data files, information, or materials (collectively referred to as “data”) belonging to the State. The Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the State, in accordance with the instruction of the State. The Contractor shall be responsible for damage to the State's equipment, workplace, and its contents, or for the loss of data, when such damage or loss is caused by the Contractor, Contracted Personnel, or Subcontractors, and shall reimburse the State accordingly upon demand. This remedy shall be in addition to any other remedies available to the State by law or in equity.

23. RENDERING OF SERVICES. The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the State’s satisfaction; the State’s decision in that regard shall be final and conclusive. The State may inspect, observe and examine the performance of the Services rendered on the State's premises at any time. The State may inspect, observe and examine the performance of Contractor’s Services at reasonable times, without notice, at any other WI state entity’s premises.

If the State notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Contract requirements for any reason other than as a result of the State’s Default or negligence, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable time as the State specifies. This remedy shall be in addition to any other remedies available to the State by law or in equity.

24. CONTRACTOR PERSONNEL.

(a) Identification. If requested by the State, the Contractor shall provide a list of the names and addresses of all Contractor’s employees, Contracted Personnel, or Subcontractor’s employees who may at any time require admission to the State’s premises in connection with

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Contract, and other particulars as the State may require.

The State reserves the right to refuse to admit to the State's premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the State, would be undesirable.

(b) Right to Approve Changes of Contracted Personnel. Intentionally omitted.

(c) Contracted Personnel Removal. Intentionally omitted.

(d) Identification of Contracted Personnel. The Contractor shall furnish each Contracted Personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Contract, and furnish the State with security credentials on these Contracted Personnel, if requested.

(e) Background or Criminal History Investigation. Prior to the commencement of any Services under this Contract, the State may request a background or criminal history investigation of Contracted Personnel, and Subcontractor’s employees, who will be providing Services to the State under the Contract. If any of the stated personnel providing Services to the State under this Contract is not acceptable to the State in its sole opinion as a result of the background or criminal history investigation, the State may either request immediate replacement of the person, or immediately terminate this Contract and any related Service Agreement.

25. SHIPPING. Except as otherwise specified herein, Deliverables shall be shipped, F.O.B.

Destination, and the State shall accept legal title of Deliverables at the point of delivery. Freight charges shall not be paid by the State, but rather shall be prepaid by the Contractor. Unless otherwise specified, the Contractor shall determine the mode of freight and shall accept responsibility for payment of freight charges and processing of freight claims.

26. RISK OF LOSS. The Contractor shall bear all risks of loss, injury or destruction of the Deliverables ordered herein that occur prior to delivery. Such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

27. IDENTIFICATION. All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an order hereunder shall contain the applicable State Purchase Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with State Purchase Order number, product description, and quantity, or as otherwise directed by the State.

28. LIENS, CLAIMS AND ENCUMBRANCES. The Contractor warrants and represents that all Deliverables ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

29. WARRANTY OF ITEMS OFFERED. Deliverables and Services rendered shall be strictly in accordance with the order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of the State. Deliverables

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA delivered under this Contract are subject to Inspection, testing upon receipt, and Contractor’s warranty shall be accordance with the Master Agreement.

30. RECEIPT OF GOODS. The State's receipt of Deliverables upon delivery is for the sole purpose of identification. Such identification shall not be construed as Acceptance of the Deliverables if they do not conform to contractual requirements. If there are any apparent defects in the Deliverables at the time of delivery, the State shall promptly notify the Contractor of its rejection of said Deliverables. Without limiting any other rights, the State, at its option, may require the Contractor to:

30.1. Repair or replace any or all of the defective and rejected Deliverables at Contractor's expense,

30.2. Refund the price of any or all of the defective and rejected Deliverables, and

30.3. Accept the return of any or all of the defective and rejected Deliverables.

If rejected, the Goods shall remain the property of the Contractor. Failure to notify Contractor within fifteen (15) business calendar days of receipt of any rejection will be deemed as acceptance of Deliverables.

31. PERFORMANCE. Services rendered under this Contract shall be performed in a timely, professional and diligent manner by qualified and efficient personnel and in conformity with the strictest quality standards mandated or recommended by all generally recognized organizations establishing quality standards for the type of Services to be rendered hereunder.

The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its Subcontractors render Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and State or Agency work rules.

Without limiting the foregoing, the Contractor shall control the manner and means of the Services rendered so as to do so in a reasonably safe manner and in compliance with all applicable codes, regulations and requirements imposed or enforced by any government agencies, including all applicable requirements of the Occupational Safety and Health Administration (OSHA) and all safety codes and procedures mandated or recommended by insurance underwriting organizations and all generally recognized organizations establishing safety standards, including without limitation the National Fire Protection Association.

Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated as part of this Contract shall govern.

32. SPECIFICATIONS. The apparent silence of the State's specifications as to any detail, or the apparent omission of a detailed description concerning any matter, shall be regarded as meaning that only the best commercial practice shall be followed and only material and workmanship of the first quality may be used. Upon any notice of noncompliance provided by the State, Contractor shall supply proof of compliance with the specifications. Contractor shall provide written notice of its intent to deliver alternate or substitute Services or Deliverables.

Alternate or substitute Services or Deliverables may be accepted or rejected in the sole discretion of the State; and any such alternates or substitutes shall be accompanied by Contractor's certification and evidence satisfactory to the State that the function, characteristics, performance and endurance shall be equal or superior to the original Services or Deliverables specified.

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA

33. TRANSITION SERVICES. Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide a free-of-charge Application Programming Interface (“API”) for 90 calendar days after contract termination to facilitate the bulk download of the State’s data. Requests for Contractor to provide additional assistance in downloading or transferring State data, including requests for Contractor’s Data Egress Services, will result in additional fees and Contractor will not warranty or guarantee data integrity or readability in the external system.

34. INDEPENDENT CONTRACTOR. The Contractor shall act as an independent contractor in rendering any and all Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Subcontractors, if any.

35. COOPERATION WITH OTHER CONTRACTORS. In the event that the State enters into a contract with another contractor for additional Services, the Contractor shall ensure that Contracted Personnel fully cooperate with such other contractor, provided that it does not interfere with Contractor’s business day to day operation. Contracted Personnel shall not commit any act that interferes with the rendering of Services by any other contractor or by the State. Contracted Personnel shall cooperate with State personnel, hardware manufacture representatives, system software suppliers, and communications systems suppliers in the provision of Services to the State.

36. STATE EMPLOYEES. Intentionally Omitted.

37. ANTITRUST ASSIGNMENT. By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating specifically to that proportionate amount of the particular Deliverables or Services purchased or acquired by the State under this Contract.

38. REFUND OF CREDITS. Intentionally Omitted.

39. OWNERSHIP RIGHTS. Unless an ownership interest is granted or reserved in this Contract, a State Purchase Order issued under this Contract shall allow the State unrestricted authority to reproduce, distribute, and use any submitted report, data, or “Agency Content” (as stated in the Master Agreement, Axon Cloud Services Terms of Use Appendix Section 3 “Agency Owns Agency Content”), as well as any associated documentation that is solely and exclusively designed or developed and delivered to the State by Contractor as part of the performance of the Contract.

40. PROMPT PAYMENT. The State shall pay the Contractor’s Properly-submitted Invoices within thirty (30) Days of receipt, provided that the Deliverables or Services to be provided to the State have been delivered and accepted as specified in the solicitation document, Statement of Work (SOW) or this Contract.

If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to §16.528 (3)(e), Wis. Stats., it may pay any

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

41. STATE TAX EXEMPTION. The State is exempt from payment of Wisconsin sales or use tax on all purchases.

42. PROMOTIONAL ADVERTISING AND NEWS RELEASES. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

43. NOTICE AND CHANGE OF CONTACT INFORMATION. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested.

In the event the Contractor moves or updates contact information, the Contractor shall inform the State of such changes in writing within ten (10) Business Days. The State shall not be held responsible for payments on Purchase Orders delayed due to the Contractor’s failure to provide such notice

44. RECORDS, RECORDKEEPING AND RECORD RETENTION. Pursuant to §19.36 (3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, State and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for six (6) years.

45. EXAMINATION OF RECORDS. The State may request, at any time during normal business hours, upon thirty (30) days notice, and one (1) time per twelve month period have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises or at a mutually agreed upon location, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation, or expiration of this Contract but not longer than three (3) years after termination, cancellation, or expiration of this Contract.

46. BREACH NOT WAIVER. A failure to exercise any right, or a delay in exercising any right, power or remedy hereunder on the part of either party shall not operate as a waiver thereof. Any express waiver shall be in writing and shall not affect any event or Default other than the event or Default specified in such waiver. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term

DocuSign Envelope ID: 9871CC5C-4575-4EEC-BCCF-E93676F5D91EDocuSign Envelope ID: E7E4BAD3-1358-46EB-902D-8C328A14ABBA or condition. The making of any payment to the Contractor under this Contract shall not constitute a waiver of Default, evidence of proper Contractor performance, or Acceptance of any defective item or work furnished by the Contractor.

47. ASSIGNMENT OF CONTRACT. The Contractor shall provide prior written notice to the State before assigning this Contract to another party. The State reserves the right to withhold approval of any such assignment. The terms and conditions of this Contract as well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties.

Notwithstanding the foregoing, the Contract may be assigned by Contractor to any corporation or other entity in connection with a merger, consolidation, sale of all equity interests of the Contractor, or a sale of all or substantially all of the assets of the Contractor to which the Contract relates. In any such case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Contractor as fully as if it had been originally made a party to the Contract. Contractor shall give the State and all affected customers prompt written notice of said assignment.

48. SEVERABILITY. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

49. CONTRACT DISPUTE RESOLUTION. In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision.