IMPORTANT – PLEASE READ CAREFULLY: This DroneShield LLC Equipment Bailment Agreement (“DEBA”) is an agreement between the Bailee and DroneShield LLC. This DEBA governs your use of DroneShield’s Equipment. The Equipment is provided only on the condition that the Bailee agrees to the terms and conditions in this DEBA, and as amended from time to time. By accepting this agreement or by using the Equipment, Bailee acknowledges it has read, understands, and agrees to be bound by this DEBA.

(collectively referred to as the Parties).

BACKGROUND

A.     DroneShield has the ownership and control of the Equipment.

B.     Bailee wishes to borrow the Equipment for the Purpose.

C.    The parties agree that these DEBA Terms and the terms of the applicable Letter apply to the bailment of the relevant Equipment to the Bailee.

OPERATIVE PROVISIONS

1. Definitions

1.1. For the purposes of this Bailment Agreement, capitalised words have the following meanings:

(a) Affiliate means, in relation to a party, any third party that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interest of a party;

(b)  Agreement means these DEBA Terms and the Letter, as supplemented by the EULA;

(c)  Bailee means the person specified in Item 3 of the Letter;

(d)  Commencement Date means the date specified in Item 1 of the Letter; 

(e) Confidential Information means any trade secret, know-how, technical information, or commercially sensitive proprietary, or valuable information concerning the Equipment, DroneShield, and/or its Affiliates, and includes: 

(i) Information provided by DroneShield or its Affiliates marked as “confidential”, “commercial in confidence”, or “proprietary”, information identified orally upon disclosure as confidential, and information that, under the circumstances surrounding disclosure, ought to be recognised as confidential;

(ii)   technical information about the Equipment; and/or

(iii)  DroneShield’s Intellectual Property Rights in the Equipment;

(f)  Consequential Loss means any loss under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits or business opportunity, exemplary, punitive, special, incidental, indirect or consequential loss or damage includes loss or damage which cannot be considered to arise in the natural course of things from the breach, or other act or omission, giving rise to the relevant liability;

(g)  DroneShield means DroneShield LLC;

(h)  Equipment means the goods identified in Item 4 of the Letter;

(i)   EULA means the end user license agreement available https://www.droneshield.com/ds-e-u-l-a/;

(j)  Intellectual Property Rights or Intellectual Property means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trademarks, trade secrets, technical data, any rights resulting from intellectual activity in the industrial, commercial, scientific and related fields, the right to sue for passing off and rights to use, and protect the confidentiality of, Confidential Information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration;

(k)  Item means an Item number in the Letter to this Agreement;

(l)    Jurisdiction means the jurisdiction specified in Item 9 of the Letter; 

(m)  Late Fees means the amount specified in Item 14 of the Letter; 

(n)   Term means the term specified in Item 7 of the Letter;  

(o)  Notice Details means the notice details specified in Item 10 of the Letter;  

(p)   Operative Provisions means the terms contained within this document, as may be amended from time to time;

(q)  Proof of Delivery means the Proof of Delivery document in Schedule 1, if any; 

(r)   Purpose means the purpose specified in Item 6 of the Letter;  

(s)   Return Address means the shipping address specified in Item 13 of the Letter; 

(t)   Shipping Expenses means the shipping expenses specified in Item 8 of the Letter (if any); 

(u)   Shipping Address means the shipping address specified in Item 11 of the Letter; 

(v)   Storage Location means the storage location specified in Item 12 of the Letter;  

(w)  Third Party Recipient means any third party that is not the Bailee or is outside of the Bailee’s organisation, and which receives the Equipment from the Bailee in accordance with clause 3.5; and  

(x)  Value means the value of the Equipment specified in Item 5 of the Letter. 

2. Interpretation

2.1. In this Agreement the following rules on interpretation will apply, unless the contrary intention appears or the context otherwise required: 

(a)      headings are for convenience only and do not affect the interpretation of the Agreement;

(b)    references to a party to any agreement or document include that party’s permitted assignees and successors, including executors and administrators and legal representatives;

(c)      words denoting the singular include the plural and words denoting the plural include the singular;

(d)      words denoting any gender include all genders;

(e)     the word “person” includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency;

(f)    a reference to any agreement or document (including this agreement) includes any amendments, supplements and replacements of that document;

(g)     a reference to a law includes:

(i)     legislation, regulations, ordinances, rules, orders and other requirements (including requirements for licenses, permits, certifications and approvals) of governmental authorities, and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;

(ii)     a constitutional provision or treaty or decree;

(iii)    any judgment;

(iv)    any principle or rule of the common law or in equity,

and is a reference to that law as amended, consolidated, replaced or re-enacted or applied to new or different facts;

(h)    any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them severally;

(i)     no provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement;

(j)     specifying anything in this agreement after the terms “include”, “including”, “includes”, “for example”, “such as” or any similar expression does not limit the sense of the words, description, definition, phrase, term, or alternatives preceding those terms unless there is express wording to the contrary; and

(k)     this Agreement includes all Schedules, annexures, appendices, attachments and exhibits to it.

3. Use/Disclaimer

3.1    DroneShield will provide the Equipment to the Bailee for the Term, which may be extended if agreed to by the Parties in writing.

3.2   The Bailee is solely responsible for the proper use and deployment of the Equipment. The Bailee shall be responsible for training anyone using the Equipment on the proper use of the Equipment in accordance with any Equipment manuals and use procedures and must ensure this is done prior to any of the Equipment being operated in any way.  

3.3    DroneShield disclaims all representations and warranties associated with the Equipment and any use of the Equipment, including any warranty of fitness for a particular purpose.  

3.4   Bailee agrees to use the Equipment for the Purpose only and on the terms specified in this Agreement. If the Equipment contains any third-party components, software or the like, then the Bailee also agrees to use the Equipment in line with any product use or licensing requirements imposed by the third-party. 

3.5   The Bailee agrees not to transfer the Equipment outside of their organisation or to any Third Party Recipient, unless the Bailee has both obtained prior written consent from DroneShield and ensured that the Third Party Recipient is bound by an equivalent loan agreement with terms no less protective to DroneShield that this Agreement and the EULA. ‘Outside’ includes, but is not limited to, any Affiliate, parent company, agent, contractor, sub-contractor, or third party.

3.6   Notwithstanding a scenario where DroneShield consents to the Bailee transferring the Equipment outside of their organisation during the Term, the Bailee will remain wholly liable for the Equipment on the terms of this Agreement at all times.  

3.7   The Bailee irrevocably authorises and grants a power of attorney to DroneShield to act on the Bailee’s behalf to do all things necessary against a Third Party Recipient to enforce this Agreement, the EULA and/or any agreement that the Bailee has entered into with a Third Party Recipient as if DroneShield were the Bailee itself. The Bailee will do all things necessary to cooperate and support DroneShield’s efforts to enforce the Agreement, the EULA and/or the Bailee’s agreement with the Third Party Recipient and the Bailee is solely liable for all costs DroneShield incurs (including legal costs on an indemnity basis) in relation to the same. 

4. Delivery and Return of Equipment

4.1   DroneShield is the owner of the Equipment and will remain the owner of the Equipment at all times, including any related Intellectual Property. If this Agreement creates any form of title to the Equipment in favour of the Bailee, the Bailee grants to DroneShield a security interest in all Equipment as security for the performance by the Bailee of its obligations to DroneShield from time to time under this Agreement. The Bailee will do all things and sign all documents necessary for DroneShield to perfect its ownership and title.  

4.2   The Bailee irrevocably authorises and grants a power of attorney to DroneShield to reclaim possession of any Equipment where the Equipment has not been returned in accordance with the Agreement, including the entry at anytime in and onto any premises that the Bailee has possession of or is entitled to grant access to, for the purpose of reclaiming possession of any Equipment. If provided to a third party, Bailee will organise for the third party to irrevocably authorise and grant a power of attorney to DroneShield to reclaim possession of any Equipment where the Equipment has not been returned in accordance with the Agreement, including the entry at anytime in and onto any premises that the third party has possession of or is entitled to grant access to, for the purpose of reclaiming possession of any Equipment. 

4.3    UCC 

All right, title and interest in and to the Equipment (and any replacements, substitutions, modifications, upgrades or additions thereto) shall at all times remain solely with DroneShield. 

Nothing in this Agreement, nor the delivery, possession, use or return of the Equipment, shall be construed as: 

• a sale, conditional sale, lease intended as security, or other transfer of ownership; 

• conferring on the Bailee any right, title or interest in the Equipment other than a limited, revocable, non‑exclusive right of possession and use strictly in accordance with this Agreement; or 

• creating any bailment other than a bailment for the sole benefit of DroneShield. 

For the avoidance of doubt, the parties intend this Agreement to constitute a true loan of goods, and not a security interest governed by Article 9 of the Uniform Commercial Code. 

Risk of Loss; Identification 

The Equipment is deemed identified to this Agreement upon delivery to the Bailee. Risk of loss, theft or damage to the Equipment shall pass to the Bailee upon delivery and remain with the Bailee until the Equipment is returned to DroneShield in accordance with this Agreement, notwithstanding DroneShield’s retention of title.

Marking; Preservation of Title 

The Bailee shall: 

• keep the Equipment free and clear of all liens, claims, security interests, levies and encumbrances; 

• not permit the Equipment to become a fixture or part of any other property; 

• not remove, obscure or alter any identification plates, serial numbers or ownership markings affixed by DroneShield; and 

• promptly notify DroneShield of any attachment, levy or adverse claim asserted against the Equipment.  

Deemed Security Interest (Fail‑Safe) 

To the extent that this Agreement or any transaction contemplated by it is deemed to create a security interest rather than a true loan or bailment (notwithstanding the parties’ expressed intention), the Bailee hereby grants DroneShield a first‑priority, purchase‑money security interest in the Equipment and all proceeds thereof, within the meaning of UCC Article 9. 

The Bailee authorises DroneShield to file UCC‑1 financing statements and take such other actions as DroneShield reasonably deems necessary to perfect and enforce such security interest. 

4.4     DroneShield will arrange for and manage shipping and delivery of the Equipment at the Bailee’s cost unless otherwise agreed under Shipping Expenses in the Schedule. If DroneShield incurs any costs that should be borne by the Bailee, then the Bailee is liable to DroneShield for these costs as a liquidated debt immediately due and payable on demand. In such a case, the Bailee undertakes and warrants that it will promptly reimburse DroneShield for all of these costs in full on an indemnity basis. 

4.5     The Bailee undertakes to bear all risk associated with the shipping and delivery referred to in clause 4.4 and assumes this risk from the time that the Equipment is packed and ready to be shipped from DroneShield to the Bailee until it is returned to the Return Address. To the extent permitted by law, DroneShield disclaims any liability in any way for any delays in the shipping and delivery of the Equipment to the Shipping Address. 

4.6    Bailee shall secure all local, state and country licenses or permits required to use, import and export the Equipment, pay all taxes and fees and comply with all customs, import, and export laws. It is the Bailee's responsibility to: 

(a)    provide DroneShield with a copy of all import and re-export permits for the Equipment prior to DroneShield shipping any Equipment to the Bailee;

(b)   ensure that the Equipment can clear customs when being imported to the Shipping Address and that it will clear customs before departing the place or country of use and is in transit back to DroneShield; and

(c)   provide DroneShield with a Commercial Invoice and Packing List for the Equipment on the Bailee’s official company letterhead prior to it being shipped back to DroneShield at the end of the Term.

4.7    If a shipping/logistics partner will not be providing a Proof of Delivery for the Equipment, the Bailee must complete the Proof of Delivery at Schedule 1 and provide DroneShield with a completed Proof of Delivery at the same time they receive the Equipment. Once executed, this Proof of Delivery forms part of this Agreement, including as evidence of the delivery and condition of the equipment. 

4.8     Equipment will be returned by the Bailee to DroneShield within seven (7) calendar days after the end of the Term, unless another timeframe is agreed to in writing by DroneShield. 

4.9    The Bailee must store the Equipment at the Storage Location in a secure manner that is not exposed to the elements. In the event there is any change to the Storage Location, the Bailee must promptly notify DroneShield in writing and, if requested, provide sufficient documentation to confirm that the alternative location is secure and not exposed to the elements. 

4.10    The Bailee acknowledges and agrees that clauses 4.1, 4.2, and 4.4 to 4.9 (inclusive) are material terms of this agreement and that any breach of the same constitutes a material breach of this Agreement by the Bailee. The Bailee warrants and undertakes to wholly indemnify DroneShield for any and all costs, loss and/or damage, including Consequential Loss, that DroneShield incurs as a result of the Bailee’s material breach(es) of any of these clauses. 

5. Late Fees

5.1   If the Bailee fails to return the Equipment to DroneShield by the date in clause 4.8, the Bailee shall pay DroneShield late fees accruing in the amount set out at Late Fees in the Schedule. The Parties agree that this amount represents a genuine, reasonable, and accurate pre-estimate of the loss that DroneShield will incur as a result of the late return, including loss of use, inconvenience, and administrative costs, and is not intended to be a penalty. 

5.2   The total late fees payable under this clause 5 shall not exceed the Value. 

5.3  The payment of late fees under this clause 5 shall not limit or waive DroneShield’s right to pursue any other remedies available under this Agreement or applicable law, including specific performance, recovery of the Equipment, loss, damages, and/or equitable relief. 

6. Condition of Equipment

6.1.  The Bailee agrees to return the Equipment to DroneShield in a good working condition and no less than the condition in which it was first provided to the Bailee. Whether the Equipment is in good working condition will be determined by DroneShield, in its sole discretion, by reference to the condition of the Equipment when it was delivered to the Bailee. Reasonable wear and tear of the Equipment is acceptable. 

6.2    If the Equipment is determined in DroneShield’s sole discretion:

(a)    to not be in good working condition; and/or

(b)    to have damage that exceeds fair wear and tear,

the Bailee agrees it is reasonable and will pay DroneShield a reasonable amount nominated by DroneShield, not exceeding the Value, to recompense DroneShield for any damage to the Equipment. 

7. Publication of Relationship

The Bailee agrees and authorises DroneShield to utilise the details of this relationship (including the Bailee’s name and nature of this Agreement) to develop a case study (the Case Study). The Bailee agrees for DroneShield to publish the details of the Case Study publicly. This will include incorporating the Case Study within future tender applications, marketing materials and/or to demonstrate the capabilities of the Equipment for future opportunities. 

8. Compliance with Laws

The Bailee will comply with all laws applicable to any transportation, storage, possession, supply, and use of the Equipment by the Bailee and/or third parties authorised by the Bailee in accordance with this Agreement.  

9. Replacement

9.1    From the time the Equipment is sent to the Bailee by DroneShield until it is returned to DroneShield by the Bailee in accordance with clause 6.1, the Bailee is responsible for the full cost of repair or replacement of any, or all of, the Equipment that is damaged, lost, stolen, or unable to be returned to DroneShield for any reason.  

9.2    If the Equipment is damaged, lost, stolen, or otherwise unable to be returned, the Bailee will promptly notify DroneShield using the applicable Notice Details. 

10. Liability

10.1  In consideration for the bailment of the Equipment, the Bailee agrees to indemnify, defend, and hold DroneShield, and its Affiliates (including its parent company) and employees, officers, directors, contractors, agents, assigns and subcontractors harmless from any and all costs (including legal fees on an indemnity basis), damages, losses (including Consequential Loss), claims, causes of actions, expenses and liability of any nature whatsoever incurred under or in connection with the Equipment and/or this Agreement, including but not limited to those arising out of or in connection to the Bailee’s and/or any third-party’s use of the Equipment while under the care, custody, direction, and control of Bailee and failure to return the Equipment. The Bailee’s liability under this clause shall be reduced only to the extent such liability is caused or contributed to by the gross negligence of DroneShield.

10.2  DroneShield, its Affiliates (including its parent company) and any of its or their directors, officers, employees, agents, contractors, assigns and subcontractors, are not liable for any loss or damage (including any Consequential Loss of the Bailee or any third-party) under or in connection with this Agreement, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. DroneShield does not warrant the performance or the suitability of the Equipment for any use, nor make any guarantees in relation to the same. 

11. Confidentiality

11.1.  From time to time, DroneShield may disclose Confidential Information to the Bailee under or in connection with this Agreement. In relation to all Confidential Information, the Bailee must: 

(a)   not use any Confidential Information in any way, for its own account or the account of any third-party, except as expressly permitted by, or required to achieve the purposes of or fulfil its obligations under, this Agreement; 

(b)   keep the Confidential Information secret and confidential and not disclose Confidential Information to any third-party (except as required by law, Court/governmental order, or to that party’s attorneys as reasonably necessary); 

(c)  take all reasonable security precautions to protect the confidentiality of Confidential Information and to prevent its unauthorised use or disclosure, at least as stringently as the Bailee takes to protect its own information that it deems confidential; 

(d)   not reverse engineer, decompile, or disassemble any hardware, software, or code disclosed hereunder; and 

(e)  not use Confidential Information on a Large Language Model, Artificial Intelligence platform/model, or any similar platform/model that is not both private and restricted to the Recipient, nor use Confidential Information to train a Large Language Model, Artificial Intelligence platform/model, or any similar platform/model;  

except:

(f)    where the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality on the Bailee); 

(g)   where required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the Bailee has, to the extent permitted by law, consulted with DroneShield as to the form and content of the disclosure; 

(h)    where the disclosure is permitted under this Agreement;

(i)     where disclosure is made to its officers, employees and professional advisers to the extent necessary for the Purpose and in completing the Bailee’s obligations under this Agreement; 

(j)      where the disclosure is required for use in legal proceedings (including mediation) regarding this Agreement; or

(k)     DroneShield has consented in writing before the disclosure.

11.2  All Confidential Information remains the property of DroneShield and its disclosure in any way does not grant any licence, right, title, or interest in the Confidential Information (or in any Intellectual Property Rights) beyond the limited non-exclusive right to access the Confidential Information solely for the purposes of this Agreement. All Confidential Information is provided without any warranty (express or implied) of any kind.

12. Intellectual Property Rights

All Intellectual Property Rights in the Equipment, any software contained in the Equipment, and the Confidential Information are the property of DroneShield. DroneShield grants the Bailee a limited, revocable, and non-exclusive licence to use Intellectual Property Rights in the Equipment strictly only as necessary for the Purpose during the Term. All Intellectual Property and Confidential Information is provided “as is”, without warranty (express or implied) of any kind. This Agreement does not create any obligation on DroneShield to disclose any information to the Bailee. Any Intellectual Property developed by Bailee utilizing the Equipment (including but not limited to any logs, test reports, data, results, or the like), DroneShield’s Intellectual Property, and/or Confidential Information will be the sole and exclusive property of DroneShield. Bailee will do all things and sign all documents necessary to assign ownership of such Intellectual Property to DroneShield and transfer all such Intelletual Property to DroneShield. 

13. Record Keeping

13.1   Bailee will maintain accurate records of its activities under this Agreement, including, but not limited to: (i) a current list of the users of the Equipment and any written requests and approvals from DroneShield for further users; (ii) copies of all written agreements executed in relation to this Agreement; (iii) copies of all correspondence with DroneShield and/or any third parties regarding the Equipment; (v) all statistical and usage or similar data collected by the Bailee (or any authorised third parties) in relation to the Equipment. Upon DroneShield’s request, Bailee will provide DroneShield with such records as related to DroneShield transactions, this Agreement, or the Equipment.  

13.2   In addition or in the alternate to clause 13.1, DroneShield may, upon reasonable notice to Bailee, periodically perform an audit of the records made or to be made by Bailee with respect to the Equipment, this Agreement, and any use of the same. Bailee will reasonably cooperate with DroneShield and provide DroneShield with reasonable access to its books and records.

14. Export Controlled Information

14.1      Exchange of Confidential Information, goods, services, technology, software or technical data (“Export Controlled Items”) under this Agreement shall be made in accordance with all applicable export, import and customs laws and regulations, including the Australian Department of Export Controls rules, the U.S. Export Administration Regulations, and any other applicable foreign Government legislation. The Bailee shall:(i) comply with the most current export control and sanctions laws, regulations, and orders applicable at the time of the export, re-export, transfer, disclosure or provision of Export Controlled Items; (ii) cooperate fully with the other party in any official or unofficial audit or inspection; (iii) exercise all reasonable commercial efforts to support the other party in obtaining any necessary export authorisations required; and (iv) not export, re-export, broker, divert or transfer, directly or indirectly, any such Export Controlled Items in violation of any then current export control regulation, or any specific term of this Agreement.  

14.2      The Bailee shall not export, re-export, transfer, disclose or otherwise provide any of the other party’s Export Controlled Items to any foreign persons or foreign commercial entities unless they have proper authorisation (e.g., an export licence) and receive advance, written authorisation from DroneShield. The Bailee agrees that any agreements between it and any third party in relation to the Purpose shall contain all the limitations of this paragraph, shall comply with all applicable export licenses or authorisations, and shall not be entered into without prior written notification to DroneShield. 

15. Term and Termination

15.1  This Agreement is effective on and from the Commencement Date until the date the Bailee returns the Equipment to DroneShield, and DroneShield has received the Equipment in accordance with clause 6.1.

15.2   Clauses 1, 2, 3.5, 4.8, 5, 7, 10 to 16, 19, 20 to 22, and 24 to 27 (inclusive) survive termination of this Agreement.

16. Dispute Resolution

16.1   If there is any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate (the dispute), the parties agree that:

(a)  The party raising the dispute must notify the other party in writing that a dispute exists, with sufficient details to enable the dispute to be considered;

(b)  The parties must then meet (which may be remotely by video conference) to discuss and attempt to resolve the dispute acting reasonably within a period of no longer than thirty (30) days; 

(c)   If the dispute remains unresolved within a period of thirty (30) days after service of the dispute notice, the dispute is to be submitted to be finally resolved by arbitration in accordance with and subject to the Resolution Institute Arbitration Rules, the seat of arbitration will be Sydney, Australia, the number of arbitrators will be one (1) and the proceedings to be conducted in English; 

(d)  The Bailee is not entitled to and will not claim any right of immunity in any jurisdiction from suit, judgment, set-off, or execution of a judgment, or from any other legal process or remedy relating to the obligations of DroneShield under this Agreement.  To the extent that the Bailee may be entitled to any such claim, the Bailee waives its right to assert any right of immunity on the basis of jurisdiction, forum non conveniens, or the equivalent;

(e)   The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Agreement referencing applicable substantive law, the International Arbitration Act 1974 (Cth) will govern any arbitration conducted in accordance with this Agreement; and

(f) If for any reason a dispute proceeds to arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the Parties. 

16.2  Notwithstanding clause 16.1, nothing prevents a Party from seeking urgent or interim injunctive relief, specific performance, or similar equitable or conservatory measures from any court of competent jurisdiction at any time, where such relief is necessary to: (i) preserve assets (including the Equipment); (ii) protect Confidential Information; (iii) prevent irreparable harm or mitigate loss; or (iv) maintain the status quo pending resolution of the dispute.

17. Force Majeure

The Bailee will not be liable for any delay in returning the Equipment pursuant to clause 4 of this Agreement where such delay is caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental actions or omissions, strikes, lockouts, or transportations stoppages.  

The Bailee shall notify DroneShield in writing as soon as reasonably practicable after a force majeure event, providing details on its expected duration and what mitigating steps the Bailee has taken. The Parties, acting reasonably, may make alternative arrangements concerning the return of the Equipment to DroneShield.  

Nothing in this clause 17 shall excuse the Bailee from its obligations where a force majeure event does not materially prevent performance, nor shall it relieve the Bailee from liability arising from negligence or wilful misconduct  .

18.  Notices

All notices or any other communication under this Agreement must be:

(a)   in writing and in English; and

(b)   addressed to that party using the Notice Details.

19.  Governing Law

19.1    This Agreement shall be governed and construed in accordance with the laws of the Jurisdiction.  

19.2    Each party irrevocably consents to the non-exclusive jurisdiction of the Jurisdiction and courts in respect of any proceedings for immediate injunctive relief arising out of or in connection with this Agreement. 

19.3    For the avoidance of doubt, the parties agree that the United Nations Convention on Contracts of the International Sale of Goods does not apply to any transaction contemplated by, or in relation to, this Agreement.

20.  Variation

Any variation or amendment of any term of this Agreement must be in writing and signed by each party. 

21.   No Waiver

21.1    No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under of in connection with this Agreement unless the other party expressly grants a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in the waiver.  

21.2   Words or conduct referred to in clause 21.1 above include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

22.   Assignment and Other Dealings

22.1   The Bailee may not assign, novate, transfer or subcontract or deal with any other manner with any or all rights and/or obligations under this Agreement without the prior written consent of DroneShield. 

22.2     A breach of clause 22.1 by the Bailee entitles DroneShield to terminate this Agreement and require immediate return of the Equipment from the Bailee.   

23.  Counterparts

This Agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute this Agreement by signing any counterpart. The Agreement is binding on the Parties on the date that the last counterpart is executed. 

24.  Severability

24.1    If the whole or any part of a provision of this Agreement becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not. 

24.2    Clause 23.1 does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under this Agreement. 

25.  Relationship of the Parties

25.1     Nothing in this Agreement gives a party authority to bind any other party in any other way.

25.2     Nothing in this Agreement imposes any fiduciary duties on a party in relation to any other party.

25.3     Nothing in this Agreement is to be construed to prevent DroneShield from entering into similar arrangements with third parties.

26.  Remedies Cumulative

Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of this Agreement.  

27.  Entire Agreement

27.1  This Agreement states all express terms agreed by the Parties about its subject matter. It supersedes all prior arrangements, understandings, negotiations and discussions with respect to its subject matter. 

27.2  In the event of any ambiguity or inconsistency between the documents comprising the Agreement, precedence is given to the documents in the following order: 

(a)        The terms of the Letter;

(b)        The terms of this DEBA; and

(c)         The terms of the EULA.

28. No Reliance

No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in this Agreement.  

29.  Costs

Each Party agrees to bear its own legal costs in relation to its entry into this Agreement and, subject to clause 10.1, any amendment, variation, waiver or assignment in relation to this Agreement.