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1.12 "Statement of Work" or "SOW" means a tasking document that specifies the Services to be
<br />performed by NEC for Customer with respect toa specific project or engagement. More specifically,
<br />a Statement of Work is intended to clearly define the basic requirements and objectives of a project,
<br />and set the scope and boundaries of such project, including but not limited to, what work will be
<br />done, when it will be performed, and the roles and responsibilities of the Parties.
<br />1.13 "'Third Party Software" means any software of third parties provided by NEC to Customer under
<br />this Agreement as part of the Solution.
<br />2. GENERAL. The provisions of this document (hereinafter "Base Agreement"), including all Appendices
<br />and Orders, collectively form and hereinafter are referred to as the "Agreement" and establish the
<br />general terms and conditions under which NEC shall, sell and/or license Software, Equipment, and/or
<br />perform Services for, Customer. In the event of any conflict, ambiguity, or inconsistency in the definition
<br />or interpretation of any word, responsibility, obligation, deliverable, Service, or otherwise, between this
<br />Base Agreement and any Appendix or Order, such conflict or inconsistency shall be resolved by giving
<br />precedence in the following order: (1) this Base Agreement; (2) the applicable Appendix; or (3) Order,
<br />including Statements of Work.
<br />This Agreement includes the folilowing Appendix:
<br />■ Appendix A Pricing and Payment Schedule
<br />3. TERM., The term of this Agreement shall commence on the Effective Date and shall continue for a
<br />period of three (3) years ("Initial Term") unless otherwise terminated as outlined herein. Upon
<br />expiration of the final term, the Agreement may be further renewed upon mutual written agreement of
<br />the Parties. In the event the final terms of the Agreement expire, but an Order(s) is still outstanding, the
<br />Agreement shall terminate at the same time as the Order ends. INo new Appendices, Proposals, or
<br />Orders may be issued or accepted during this time.
<br />4. SOFTWARE LICENSE GRANT. Subject to the other applicable provisions in this Agreement, including
<br />but not limited to the payment of licensing fees, licensing term, and capacity and usage, NEC grants
<br />Customer a non-exclusive, limited, non -transferable license to install and use (in object code form only)
<br />the NEC Software for Customer's internal business purposes. The Parties may agree to any other terms
<br />as set forth in a Software -specific Appendix to the applicable Order.
<br />5. LICENSE RESTRICTIONS. Customer may not do the following: (i) modify, adapt, translate, or create
<br />derivative works based upon the Software; (k) reverse engineer, decompile, disassemble, or otherwise
<br />attempt to discover the source code of the Software except to the extent you may be expressly
<br />permitted to reverse engineer or decompile under applicable law; (fii) sell, rent, lease, timeshare,
<br />provide subscription services, lend, sublicense, distribute, assign, or otherwise transfer any rights in
<br />the Software; and (iv) disclose or publish results of any benchmark tests of any Software to any third
<br />party without NEC's prior written consent. Except as otherwise expressly permitted under this
<br />Agreement, Customer shall not have any rights to use any NEC Software, in whole or in part, for any
<br />other use or purpose whatsoever and any right not expressly provided to Customer under this
<br />Agreement shall be reserved by NEC. The Software will be used for identification and/or facial
<br />recognition purposes only and will not be used and implemented in direct connection with armed
<br />weapons.
<br />To ensure compliance with this Agreement, upon forty-five (45) days written notice, NEC shall have the
<br />right to audit Customer's use of the Software.
<br />6. PAYMENT. Unless otherwise expressly agreed to by the Parties in writing, all payments are due within
<br />thirty (30) days from the date of an invoice and in accordance with the Pricing and Payment Schedule
<br />attached hereto as Appendix A. All invoices will be sent to Customer via email ("E-Invoicing") using the
<br />email address(es) of the contact(s) provided to NEC Iby Customer, unless Customer expressly elects
<br />to opt out of E-Invoicing., If Customer changes its contact(s) for the receipt of E-Invoicing, Customer will
<br />promptly notify NEC of such change.
<br />Biometric Master Purchase and Sales Agreement v10062015 Page 3
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