AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and RADIO IP SOFTWARE INC, a corporation authorized to do business in California (referred to herein as “PROVIDER”).
R E C I T A L S
WHEREAS, in 2009, CITY and PROVIDER entered into Agreement #08-146 for the purchase and installation of PROVIDER’s TCP/IP Gateway software for the Bakersfield Police Department; and
WHEREAS, CITY continues to use PROVIDER’s software; and
WHEREAS, PROVIDER represents that PROVIDER is experienced, well qualified and a specialist in the field of unique software products in the Public Safety Agency and EMS markets. PROVIDER provides software designed specifically to meet the needs and requirements of mobile TCP/IP data over hybrid and IP based protocols composed of both private RF and public cellular networks; and
WHERAS, CITY’s Police Department desires to subscribe to PROVIDER’s software and maintenance services for a five (5) year term, subject to and in accordance with the Radio IP Quote attached hereto as Exhibit A and incorporated herein, Radio IP terms and conditions form attached hereto as Exhibit B and incorporated herein.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and PROVIDER mutually agree as follows:
1. SCOPE OF WORK . In exchange for the Compensation (defined below), PROVIDER shall perform the following: maintain and support Mission Critical Products during normal hours as well as emergency 24/7 maintenance and minor upgrade releases. The product shall include multi -IP gateways with redundancy and load balancing options. (“Scope of Work”). The Scope of Work shall include all items and procedures necessary to properly complete the task PROVIDER has been hired to perform, whether specifically included in the Scope of Work or not.
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
2. COMPENSATION/PAYMENT PROCEDURE . Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work (“Compensation”):
A total, lump sum payment of One Hundred Thirty -Six
Thousand, Four Hundred Seventy Dollars and Sixty -Five Cents ($136,470.65) made in five (5) installments over the course of 5 years, after the Scope of Work is completed to CITY’s
satisfaction per EXHIBIT A , which is attached hereto and incorporated by reference herein as follows:
- $27,294.13 October 2025
- $27,294.13 October 2026
- $27,294.13 October 2027
- $27,294.13 October 2028
- $27,294.13 October 2029
CITY will pay PROVIDER within thirty (30) days after PROVIDER submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to PROVIDER for performing the Scope of Work and includes, but is not limited to, all out-of-pocket costs and taxes.
CITY will pay no other compensation to PROVIDER. In no case will CITY compensate PROVIDER more than One Hundred Thirty-Six Thousand, Four Hundred Seventy Dollars and Sixty -Five Cents ($136,470.65) for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on October 31, 2030.
4. TERMINATION. Either party may terminate t his Agreement after giving the other party written notice, as provided herein, ten (10) days before the termination is effective.
5. ACCOUNTING RECORDS . PROVIDER shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at PROVIDER 's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages , or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
8. COMPLIANCE WITH ALL LAWS . PROVIDER shall, at PROVIDER’s sole cost, comply with all of the requirements of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
11. DIRECTION. PROVIDER retains the right to control or direct the manner in which the services described herein are performed.
12. EQUIPMENT. PROVIDER will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
13. EXECUTION. This Agreement is effective upon the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
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14. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which referen ce is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
17. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
18. INDEMNITY. PROVIDER shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caus ed by PROVIDER or PROVIDER’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or willful misconduct.
19. INDEPENDENT CONTRACTOR . This Agreement calls for PROVIDER’s performance of the Scope of Work as an independent contractor.
PROVIDER is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with PROVIDER other than that of an independent contractor.
20. INSURANCE.
20.1 Types and Limits of Insurance . In addition to any other insurance or Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
security required under this Agreement, PROVIDER must procure and maintain, for the duration of this Agreement , the types and limits of insurance below ("Basic Insurance Requirements").
20.1.1 Automobile liability insurance , providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage , and personal injury, with limits of not less than $1,000,000 per occurrence.
20.1.2 Commercial general liability insurance , unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage , and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
20.1.2.1 Provide contractual liability coverage for the terms of this Agreement;
20.1.2.2 Provide products and completed operations
coverage;
20.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
20.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
20.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence . I n accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
PROVIDER must submit to CITY the following certification before beginning any work on the Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
the work of this contract.
By executing this Agreement, PROVIDER is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
20.2 General Provisions Applying to All Insurance Types.
20.2.1 All policies required of PROVIDER must be written on a first - dollar coverage basis, or contain a deductible provision.
Subject to CITY’s advance approval, PROVIDER may utilize a self-insured retention in any or all of the policies provided, but the policy or policies may not contain language,
whether added by endorsement or contained in the policy conditions, that prohibits satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means including other insurance or which is intended to defeat the intent or protection of an
additional insured.
20.2.2 All policies required of PROVIDER must be primary insurance as to CITY and its mayor, council, officers, agents,
employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of PROVIDER’s insurance and must not
contribute with it.
20.2.3 The insurance required above, e xcept for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approv ed by CITY in writing.
20.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
20.2.5 Full compensation for all premiums which PROVIDER is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.
20.2.6 It is further understood and agreed by PROVIDER that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
PROVIDER in connection with this Agreement.
20.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for PROVIDER, and all subcontractors must agree in writing to be bound by the provisions of this section.
21. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
22. KEY PERSONNEL. At request of CITY, PROVIDER shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to approve key personnel, which approval shall not be unreasonably withheld. Once the key personnel are approved PROVIDER shall not change such personnel without the approval of CITY.
23. LICENSES. PROVIDER shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for PROVIDER to practice its profession and perform the Scope of Work. If PROVIDER is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If PROVIDER is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.
24. MERGER AND MODIFICATION . This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
approved by the City Council and signed by all the parties.
25. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
26. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
27. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed a s follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
PROVIDER: RADIO IP SOFTWARE INC.
150 Place Charles-Le Moyne, CP#06
Longueuil - Quebec, Canada
J4K 0A8
28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
29. SB 854 COMPLIANCE . To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the per formance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.
30. STANDARD OF PERFORMANCE . The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of PROVIDER’s profession in California.
31. STARTING WORK. PROVIDER shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
32. TAX NUMBERS.
PROVIDER’s Federal Tax ID Number 98-0400663
PROVIDER is a corporation? Yes X No
(Please check one.)
33. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify PROVIDER of third-party claims relating to this Agreement. CITY shall be allowed to recover from PROVIDER, and PROVIDER shall pay on demand, all costs of notification.
34. TITLE TO DOCUMENTS . All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by PROVIDER pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
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Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “PROVIDER”
CITY OF BAKERSFIELD RADIO IP SOFTWARE INC.
By:________________________________ By:_________________________________ KAREN GOH Print Name:
Mayor Title:
APPROVED AS TO CONTENT:
TECHNOLOGY SERVICES DEPARTMENT
By:_______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM: COUNTERSIGNED:
City Attorney:_____________________ Finance Director: _____________________ ASHLEY E. ZAMBRANO RANDY MCKEEGAN
Insurance:____________
Attachment(s): Exhibit A- Radio IP Quote
Exhibit B- Radio IP Terms and Conditions
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A Marie-Hélène Campagna
Customer Service Representative
SHIP toBILL to
Bakersfield Police Department
1601 Truxtun Avenue
Bakersfield
CA, 93301, USA
Quote number: QUO-13221-G3H1B8 - 0 Valid until 2026/01/28 Item # Description QTY Unit Price Discount % Discounted Unit Price
Total
PS-MS-MC Maintenance and Support for Mission Critical Products Per year - Normal 9am-5pm EDT + Emergency 24/7 Includes Maintenance and Minor Upgrade Releases
Radio IP Service Contract Renewal
Customer: City of Bakersfield
Renewal dates from 2025-11-01 to 2026-10-31
Product Included:
2 Mult-IP Gateways with Redundancy and Load Balancing
Option & 561 mobiles
Base price: $27294.13
1 27294.13 0.00% 27294.13 27294.13
PS-MS-MC Maintenance and Support for Mission Critical Products Per year - Normal 9am-5pm EDT + Emergency 24/7 Includes Maintenance and Minor Upgrade Releases
Radio IP Service Contract Renewal
Customer: City of Bakersfield
Renewal dates from 2026-11-01 to 2027-10-31
Product Included:
2 Mult-IP Gateways with Redundancy and Load Balancing
Option & 561 mobiles
Base price: $28658.84
1 28658.84 4.76% 27294.13 27294.13
PS-MS-MC Maintenance and Support for Mission Critical Products Per year - Normal 9am-5pm EDT + Emergency 24/7 Includes Maintenance and Minor Upgrade Releases
Radio IP Service Contract Renewal
Customer: City of Bakersfield
Renewal dates from 2027-11-01 to 2028-10-31
Product Included:
2 Mult-IP Gateways with Redundancy and Load Balancing
Option & 561 mobiles
Base price: $30091.79
1 30091.79 9.30% 27294.13 27294.13
Bakersfield Police Department
1601 Truxtun Avenue
Bakersfield
CA, 93301, USA
Date: 2025/10/28
Radio IP Software Inc. All rights reserved. The information in this document is proprietary and may not be disclosed without prior written consent of Radio IP Software Inc.
Toll Free : (877) 717-2242 - Tel : (514) 890-6070 - Fax : (514) 890-1332 - www.radio-ip.com 1111 St.Charles Street West - East Tower - Suite 555 - Longueuil - Quebec, Canada - J4K 5G4 Radio IP Software Inc.
Quote
EXHIBIT A
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A Currency: US Dollars
Quote number: QUO-13221-G3H1B8 - 0 Valid until 2026/01/28 Item # Description QTY Unit Price Discount % Discounted Unit Price
Total
PS-MS-MC Maintenance and Support for Mission Critical Products Per year - Normal 9am-5pm EDT + Emergency 24/7 Includes Maintenance and Minor Upgrade Releases
Radio IP Service Contract Renewal
Customer: City of Bakersfield
Renewal dates from 2028-11-01 to 2029-10-31
Product Included:
2 Mult-IP Gateways with Redundancy and Load Balancing
Option & 561 mobiles
Base price: $31596.38
1 31596.38 13.62% 27294.13 27294.13
PS-MS-MC Maintenance and Support for Mission Critical Products Per year - Normal 9am-5pm EDT + Emergency 24/7 Includes Maintenance and Minor Upgrade Releases
Radio IP Service Contract Renewal
Customer: City of Bakersfield
Renewal dates from 2029-11-01 to 2030-10-31
Product Included:
2 Mult-IP Gateways with Redundancy and Load Balancing
Option & 561 mobiles
Base price: $33176.20
1 33176.20 17.73% 27294.13 27294.13
Total (Tax not included) 136470.65
Please read the Terms and Conditions on next page.
Radio IP Software Inc. All rights reserved. The information in this document is proprietary and may not be disclosed without prior written consent of Radio IP Software Inc.
Toll Free : (877) 717-2242 - Tel : (514) 890-6070 - Fax : (514) 890-1332 - www.radio-ip.com 1111 St.Charles Street West - East Tower - Suite 555 - Longueuil - Quebec, Canada - J4K 5G4 Radio IP Software Inc.
Quote
EXHIBIT A
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A Radio IP Standard Terms and Conditions of Sale
GENERAL: All references to Radio IP herein shall mean Radio IP Software Inc. All references to “Buyer” herein shall mean the customer named in a purchase order, quotation or proposal. All quotations from Radio IP shall be considered solicitations of offers. All orders placed by Buyer shall be considered offers which shall only be deemed accepted upon written notice thereof from Radio IP. Buyer will provide Radio IP with a complete written authorization or purchase order, containing necessary information, such as end user company name, product code, products description, quote number, quantity and price of each product being purchased. Unless specified explicitly, sales are made only on the terms and conditions herein or as specified in a valid Reseller Agreement or Purchase Agreement which will supersede these Ts&Cs.
Radio IP’s quotations are firm for a specific period of time as indicated on the quote or RFP. Radio IP reserves the right to modify the design and specifications of the software provided that the modification does not adversely affect the original performance specifications.
LICENSE RESTRICTIONS
a) Use Restrictions
. Buyer may not exceed the number of licenses, gateways, agents, tiers, nodes or seats, as agreed to and paid for by Buyer. Some software may require license keys or contain other technical protection measures, including a temporary key of up to 90 days or until the order has been paid in full. Buyer acknowledges that Radio IP may monitor Buyer's compliance with Use restrictions and authorizations, remotely or otherwise.
b) Back-up Copy of the software
. As permitted by Radio IP Software License Agreement “SLA”, Buyer may only make copies of the Software for archival purposes or when copying is an essential step in the authorized use of the software.
COMMERCIAL WARRANTY: Products sold by Radio IP carry a limited warranty. Software is warranted to substantially conform to Radio IP’s specifications for a period of twelve (12) months from the date of installation. Radio IP’s sole obligation under this warranty shall be limited to using its best efforts to correct such software as soon as practical after Distributor/Business Partner or end-user has notified Radio IP of such defects. Radio IP does not warrant that operation of any of the software shall be uninterrupted or error-free or that functions contained in the licensed software shall operate in combinations which may be selected for use by the Distributor’s/Business Partner or end-user or meet the Distributor’s/Business Partner’s or end-user’s requirements.
Prior to the end of the warranty, buyer must purchase a maintenance contract in order to receive post warranty support and software updates. Radio IP offers one (1), two (2) and three (3) year maintenance contracts providing extensions to the Standard Warranty Period under Special Loyalty Programs. Buyer will incur re-instating fees for expired warranty.
PATENT AND COPYRIGHT INDEMNIFICATION: Radio IP agrees to defend, at its expense, any suits against Buyer based upon a claim that any products furnished directly infringe a United States patent or copyright. Radio IP agrees to pay costs and damages finally awarded in any such suit, provided that Radio IP is notified promptly in writing of the suit and, at Radio IP’s request and at its expense, is given control of said suit and all requested assistance for defense of same up to an amount not to exceed the full purchase price, as specified in the Radio IP Software License Agreement.
PAYMENT: Radio IP’s standard terms of sale are net thirty days or whatever terms have been agreed to in a Reseller Agreement. All payments shall be made in the quoted denomination by electronic funds transfer, wire transfer or by check. The Buyer shall make payments in full to Radio IP at the address stated on the Radio IP invoice or as otherwise specified in writing by Radio IP. Overdue payments are subject to a service charge of 1.5% per month or the maximum legal rate, whichever is lower. Products and services are invoiced in full at the date of installation unless stated otherwise in the Purchase Order and expressly agreed.
Software Maintenance Agreement: Following the expiry of the warranty period, Buyer must have a valid maintenance contract in order to extend the support of the purchased product.
TAXES: Except for the amount, if any, of tax stated in a Radio IP proposal, the prices set forth in a Radio IP proposal are exclusive of any amount for federal, state, local, excise, sales, use, property, retailer’s occupation, in-country, import, VAT or similar taxes or duties. Such prices are also exclusive of all government permit fees, license fees, customs fees and similar fees levied upon delivery of the Radio IP products and services. The Buyer shall be liable for all such taxes, duties and fees, regardless of whether or not the same are separately stated by Radio IP, and the Buyer shall pay the amount thereof to Radio IP or, in lieu thereof, the Buyer shall provide Radio IP with a properly executed tax exemption certificate acceptable to the taxing authorities prior to delivery of Radio IP product. If Radio IP is required to pay or bear the burden of any excluded tax then the Buyer shall reimburse to Radio IP the full amount of any such tax payment no later than ten (10) business days after receipt of an invoice.
Radio IP Software Inc. All rights reserved. The information in this document is proprietary and may not be disclosed without prior written consent of Radio IP Software Inc.
Toll Free : (877) 717-2242 - Tel : (514) 890-6070 - Fax : (514) 890-1332 - www.radio-ip.com 1 50 Place Charles-Le Moyne, CP#06 - Longueuil - Quebec, Canada - J4K 0A8 Radio IP Software Inc.
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EXHIBIT B
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A TERMINATION, CHANGES AND DELAYS: Radio IP shall not be liable for any delay or failure to perform due to any cause beyond its control (Force Majeure). The delivery schedule shall be considered extended by a period of time reasonably necessary to perform after such event(s). Notwithstanding the preceding sentence, in the event Radio IP is unable to wholly or partially perform due to any cause beyond its control, Radio IP may terminate any contract without liability to Buyer. Radio IP may also at its sole discretion re-schedule, terminate or cancel any purchase order without liability to Buyer. Buyer may cancel any order due to the default of Radio IP upon thirty (30) business day’s prior written notice and failure to cure by Radio IP. Otherwise orders may be terminated, changed or delayed by Buyer only with the written approval of Radio IP and shall be subject to termination, change or delay charges which shall include compensation for specific expenses and costs related to commitments already made in connection with the order and a reasonable allowance for the cost of overhead, general and administrative expenses in accordance with Radio IP's standard accounting practices.
ENCRYPTION EXPORT RESTRICTIONS: Resale of any encryption software to the US or Canada is unrestricted. Radio IP reserves the right to refuse to sell/resell/install any product. Export or use of the Software may be subject to obtaining approvals or permits required by Foreign and/or Canadian export laws and regulations. In order to ensure that all deliveries, exchanges, licenses, transfers or exports of technology, technical information, programs, documentation or goods pursuant to this agreement do not violate any applicable laws and regulations: (i) no delivery, exchange, license, transfer or exportation will be permitted under this Agreement to the extent prohibited by such laws and regulations; and (ii) the Reseller shall at all times comply with export laws and regulations in connection with matters relating to this Agreement. The Reseller shall not re-export, directly or indirectly, the Software, its technology, its technical data and all the Documentation where the exportation or re-exportation is prohibited under US and/or Canadian export laws and regulations.
LIMITATION OF LIABILITY: EXCEPT AS EXPRESSLY PROVIDED FOR HEREUNDER, RADIO IP'S TOTAL LIABILITY SHALL BE
LIMITED TO THE NET PRICE OF THE PRODUCTS SOLD, EXCLUDING ANY CHARGES STATED SEPARATELY FROM THE PRODUCT PRICE ON THE INVOICE. BUYER'S SOLE REMEDY FOR LIABILITY OF ANY KIND, INCLUDING NEGLIGENCE, WITH RESPECT TO
PRODUCTS, SOFTWARE AND DOCUMENTATION FURNISHED HEREUNDER IS TO REQUEST RADIO IP, AT RADIO IP'S OPTION, TO REFUND THE PURCHASE PRICE, EXCEPT THAT IN THE CASE OF A BREACH OF PRODUCT WARRANTY. NO ACTION SHALL BE
BROUGHT FOR ANY BREACH OF CONTRACT MORE THAN ONE YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION, EXCEPT FOR MONEY DUE UPON AN OPEN ACCOUNT. IN NO EVENT SHALL RADIO IP BE LIABLE FOR INCREASED COSTS, LOSS
OF PROFITS, LOSS OF GOODWILL, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES FOR ANY REASON
WHATESOEVER, INCLUDING LOSS OF BUSINESS, LOSS OF RECORDS OR DATA, LOSS OF USE OR OTHER ECONOMIC LOSS, WHETHER OR NOT RADIO IP WAS INFORMED OR WAS AWARE OF THE POSSIBLILITY OF SUCH LOSS.
WAIVER: The failure of Radio IP to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions herein or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition, or the future exercise of such right, but the obligation of the Buyer with respect to such future performance shall continue in full force and effect.
COMPLETE AGREEMENT: Buyer acknowledges that Buyer has read and understands these Standard Terms and Conditions of Sale as stated, and agrees to be bound by them and that these, together with the applicable Purchase Order, are the complete and exclusive statement of the agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties with the exception of a valid Reseller Agreement, which will take precedence over these Terms & Conditions. No modification thereof shall be binding upon either party unless such modification is in writing signed by duly authorized representatives of the parties. If any part of the terms and conditions included herein is deemed contrary to, prohibited by or invalid under applicable laws or regulations, such provision shall be deemed omitted to the extent so contrary, prohibited or invalid, but the remainder shall not be invalidated and shall be given effect as far as possible.
Radio IP Software Inc. All rights reserved. The information in this document is proprietary and may not be disclosed without prior written consent of Radio IP Software Inc.
Toll Free : (877) 717-2242 - Tel : (514) 890-6070 - Fax : (514) 890-1332 - www.radio-ip.com 150 Place Charles-Le Moyne, CP#06 - Longueuil - Quebec, Canada - J4K 0A8 Radio IP Software Inc.
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EXHIBIT B
Docusign Envelope ID: F374E3DC-C9EE-4756-8ED9-06E27E85AA4A