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<br />GUARDIAN RFID System Agreement | 1
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<br />©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark.
<br />Confidential & Proprietary. (Rev. 7/2020)
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<br />GUARDIAN RFID SYSTEM AGREEMENT
<br />THIS GUARDIAN RFID SYSTEM AGREEMENT (the “Agreement”) is entered into as of October 4, 2021
<br />(“Effective Date”) by and between Codex Corporation d/b/a GUARDIAN RFID, a Minnesota corporation
<br />(“GUARDIAN RFID”), having its principal place of business at 6900 Wedgwood Rd. N, Suite 325, Maple
<br />Grove, MN 55311 and Orange County Sheriff's Office, a body corporate and politic under the laws of the
<br />state of North Carolina (“Customer”), having its principal place of business at 125 Court St, Hillsborough,
<br />North Carolina, 27278.
<br />WHEREAS, GUARDIAN RFID provides a system comprised of software, hardware, support services, and
<br />a web-based software as a service platform to deliver a wide range of inmate management, monitoring,
<br />and tracking solutions (the “GUARDIAN RFID System”), and the Customer desires to implement the
<br />GUARDIAN RFID System by licensing the software, purchasing the hardware and support services, and
<br />obtaining rights to use the web-based software as a service platform.
<br />NOW THEREFORE, the parties agree as follows:
<br />1. DEFINITIONS
<br />(a) “Acceptance Criteria” has the meaning provided in Section 9(c)(i).
<br />(b) “Additional Modules” means modules that offer additional features to the GUARDIAN RFID and
<br />which may be purchased by the Customer either at the time of the original implementation of the
<br />GUARDIAN RFID System or during the Term of the Agreement. The list of Additional Modules
<br />available as of the Effective Date is included in Addendum A; however, new Additional Modules
<br />may become available during the Term of the Agreement as GUARDIAN RFID develops new
<br />products.
<br />(c) “Agreement” has the meaning provided in the recitals.
<br />(d) “Authorized Customer Personnel” means any Customer Personnel who need to use the
<br />GUARDIAN RFID System in the performance of their duties or collaboration with the Customer,
<br />who have agreed to abide by the terms of this Agreement and who have agreed in writing to be
<br />bound by the terms of the Confidentiality provisions of this Agreement in Section 15, either by
<br />means of an agreement directly with GUARDIAN RFID or pursuant to an agreement with the
<br />Customer which restricts the use of the Confidential or Proprietary Information received as an
<br />employee, partner, member, owner, or affiliate of the Customer. In no case will the term
<br />“Authorized Customer Personnel” include any competitor of GUARDIAN RFID.
<br />(e) “Authorized GUARDIAN RFID Personnel” means GUARDIAN RFID Personnel who provide
<br />services to the Customer under the terms of this Agreement.
<br />(f) “Complete End User Training” has the meaning provided in Section 7(b)(i).
<br />(g) “Confidential or Proprietary Information” means any information or data disclosed by either
<br />GUARDIAN RFID or the Customer to the other party, including, but not limited to, the terms of
<br />this Agreement, negotiations and discussions relating to this Agreement, and any of the following
<br />which relate directly or indirectly to the Disclosing Party’s products, services, or business:
<br />(i) technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements,
<br />patents, patent applications, specifications, trade secrets, prototypes, processes, notes,
<br />memoranda, and reports; or
<br />DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D
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