Biometric Master Purchase and Sales Agreement - NEC Corp of America - AFIS Upgrade for SBPD

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26. RELATIONSHIP OF THE PARTIES. NEC undertakes performing its obligations pursuant to this Agreement as an independent contractor. Nothing contained herein or done pursuant to this Agreement shall make either Party or its agents or employees the legal representative, agent, or employee of any other Party for any purpose whatsoever. 27. RESTRICTIVE COVENANT. Each Party agrees that it shall not actively solicit or hire any employees or contractors of the other Party who have directly been involved in the performance of Services under this Agreement without the prior written consent of such Party, Each Party's obligations under this Section shall continue fora period of one (1) year after completion of the applicable Services without regard to conflict of law principles. For violation of this provision, each Party agrees to pay, as liquidated damages to the non-breachingi Party, an amount equal to 100% of the affected employees' base salary for the twelve (12) month, period immediately preceding the breach. 28. SECTION HEADINGS. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 29. SEVERABILITY. If any provision of this Agreement is, for any reason held to, be unenforceable, all other provisions of this Agreement will remain in full force and effect and the unenforceable provision shall be replaced by a mutually acceptable enforceable provision consistent with, the Parties' original intent, 30. SURVIVAL OF OBLIGATIONS. The respective obligations of Customer and NEC under this Agreement which by their nature would continue beyond the termination, cancellation, or expiration of the Agreement, shall survive termination, cancellation, or expiration. 31. FACSIMILE AND ELECTRONIC SIGNATURES. NEC and Customer hereby agree to regard facsimile representations of original signatures and electronic signatures of authorized officials of each party, as legally sufficient, and that the Parties need not follow up facsimile transmissions and electronic signatures of such documents by subsequent transmissions of "original" versions of such documents. 32. U.S. GOVERNMENT RIGHTS. The Software was developed entirely at private expense. The Software licensed under this Agreement is "commercial computer software" as the term is described iin 48 C.F.R. 252.227-7014(a)(11). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 48 C.F.R. 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this License Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFAR") and its successors. 33. WAIVER OF TERMS AND CONDITIONS. Failure of either Party to enforce any of the terms or conditions of this Agreement shall not constitute a waiver of any such terms or conditions, or of any other terms or conditions. 34. COMPLIANCE WITH LAWS. Customer agrees to comply with any applicable laws and regulations regarding the use of the NEC products and is solely responsible for complying with the legal obligations of all local country data protection legislation, in particular with the legality of transmission of data to NEC and the legal requirements for processing, of data. Biornetric Master Purchase and Sales Agreement v10062015 Page 10