Opening of Proposals - SBPD Body Camera In Car Video Cameras-Axon-Part 2

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period. In the event that the Agency terminates this, Agreement due to Axon's failure to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis from the date of notice of termination. 15.2 By Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the Agency's then current fiscal year. In the event that sufficient funds will not Ibe appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end! of the Agency's then current fiscal year, or as soon as reasonably practicable under the circumstances. 15.3 Effect of Termination. Upon any termination of this Agreement: (a) all Agency rights under this Agreement immediately terminate; (b) the Agency remains responsible for all fees and charges incurred through the date of termination; and (c) Payment Terms, Warranty, Product Warnings, indemnification, and Agency Responsibiflties Sections, as well as the Evidence.corn Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. if the Agency purchases Products for a value less than MSRP and this Agreement is terminated before the end of the term then (a) the Agency will be invoiced for the remainder of the IVISRP for the Products received and not already paid for; or (b) only in the case of termination for non -appropriations, return the Products to Axon within 30 days of the date of termination. 116 General. 16.1 Confidentiality. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party's Confidential Information. Except as required by applicable law, neither Party will disclose either Party's Confidential Information during the Term or at any time during the 5-year period following the end of the Term. Unless the Agency is legally required to disclose Axon's pricing, all Axon pricing is considered confidential and competition sensitive. To the extent allowable by law, Agency will provide notice to Axon prior to any such disclosure. 16.2 Excusable delays. Axon will use commercially reasonable efforts to, deliver all products and services ordered as soon as reasonably practicable, in the event of interruption of any delivery due to causes beyond Axon's reasonable control, Axon has the right to delay or terminate the delivery with reasonable notice. 16.3 Force Majeure. Neither Party will be liable for any delay or failure to perform any obligation under thiis Agreement where the delay or failure results from any cause beyond the Parties' reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, 16.4 Proprietary information. The Agency agrees that Axon has and claims various proprietary TM m Moota Swloos O114 Puf4ha1li6Aur*04140 1*meoa Axon and Apney Do�,aihnaft Wostwtainet Somko Page 5 of 31 vefslon: to RoWaso 0010; 611402017