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<br />This Biometric Master Purchase and Sales Agreement ("Agreement") is entered into as of (the "Effective
<br />Date") between NEC Corporation of America, a Nevada corporation, having its primary place of business
<br />at3929 W. John Carpenter Frwy, Irving, TX 75063 ("NEC") and City of South Bend Police Department,
<br />having its primary place of business at 701 W sample Street South Bend, Indiana 46601 ("Customer")
<br />(collectively, the "Parties" or individually a "Party") and is as follows:
<br />1. DEFINITIONS:
<br />1.1 "Appendix" means any document attached and incorporated into this Agreement or attached and
<br />incorporated into any Order, outlining supplemental terms and conditions specific to certain
<br />Equipment, Software, and/or Service(s) (e,g, software license agreements, specific Equipment
<br />and/or Service warranties, etc.) or to other aspects of an applicable Order, and duly executed by
<br />the Parties.
<br />1.2 ""Equipment" means hardware products sold to Customer by NEC hereunder,
<br />1.3 "Final Acceptance" shall mean, Customer's written acceptance of any deliverables, and Services
<br />or other work, including System acceptance testing, if applicable, provided by NEC to Customer.
<br />1.4 "NEC Affiliate" means a corporation or other entity controlling, controlled by, or under common
<br />control with NEC either now or in the future. For the purposes of this definition, "control" means the
<br />possession, directly or indirectly, of the power to direct or cause the direction of the management
<br />and policies of an, entity whether through the ownership, of voting securities of such entity, by
<br />contract, or otherwise.
<br />1.6 "Order(s)" shall collectively and individually refer to a variety of documents addressing business
<br />terms related to NEC's provisioning of Software, Equipment, and/or Services, including but not
<br />limited to service descriptions, Statement(s) of Work, Purchase Order(s), or other similar order
<br />forms, each of which, when duly accepted and executed by authorized representatives of both
<br />Parties, shall be deemed incorporated herein. In the event of a conflict between the Order(s) and
<br />the terms of this Agreement, the terms of this Agreement shall prevail unless otherwise expressly
<br />agreed to by the Parties in, writing.
<br />1.6 "Productive Use"' means the actual use of the Solution in the Customer's operational environment
<br />for the performance of Customer's operations,
<br />1.7 "Purchase Order" means a Customer -issued document used for ordering Software, Equipment,
<br />ands/or Services under this Agreement, All Purchase Orders are subject to, review and acceptance
<br />by an authorized representative of NEC. No preprinted Purchase Order terms shall be binding upon
<br />NEC, unless otherwise expressly agreed to in writing by an authorized representative of NEC.
<br />1.8 "Services" means any services provided by NEC under this Agreement, including maintenance,
<br />professional, or other related services performed for Customer by NEC hereunder.
<br />1.9 "Software" means the machiine-readable object code software programs licensed to Customer by
<br />NEC or its suppliers.
<br />1.10 "Solution" means the System and Services contemplated by this Agreement as set forth in the
<br />Statement of Work.
<br />1.11 "System" means the architectural and operational environment for the Solution provided: by NEC
<br />or Customer meeting the requirements of this Agreement and the Statement of Work and related
<br />documentation, iincludling Software and System Equipment
<br />Biometric Master Purchase and Sales Agreement v10062015 Page 2
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