Next Level Equipment Evaluation and Loan Agreement

This Equipment Evaluation and Loan Agreement (“Agreement") is made effective as of (the “Effective Date”), between Next Level Security Systems, Inc., a Nevada
Corporation located at 6353 Corte Del Abeto, Suite 102, Carlsbad, CA 92011 (“Next Level”) and (“Recipient”), a ("Recipient Corporation"), located at ("Recipient Address").
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    1. Loan of Equipment

    1.1 Next Level hereby loans to Recipient, and Recipient hereby receives subject to the terms of this Agreement, for the applicable Term defined below, the equipment described in the Equipment Schedule attached as Exhibit A which may consist of hardware, software and documentation or specified on the packing lists or other Next Level documentation provided hereunder, (“Equipment”). Next Level may, from time to time, add, upgrade, or remove Equipment from Recipient’s site during the term. Recipient agrees, by its receipt of Equipment, that all Equipment is subject to the provisions of this Agreement. 1.2 Recipient has indicated to Next Level their desire to evaluate the Equipment as part of their potential purchase decision-making process.

    2. Ownership

    2.1 Next Level retains all right, title and ownership to the Equipment, unless any such Equipment is purchased by the Recipient. Recipient hereby nominates and appoints Next Level as its attorney-in-fact for the sole purpose of executing and filing, on Recipient’s behalf, UCC-1 financing statements (and any appropriate amendments thereto), or fixture filings, other legal documentation, including this agreement, as required by Next Level for protective purposes to evidence Next Level’s continuing right, title and ownership of the Equipment. If requested by Next Level, Recipient will affix any label or marking supplied by Next Level evidencing Next Level’s ownership of the Equipment. Next Level may, from time to time, inspect the Equipment. Recipient may not sell, transfer, assign, pledge or in any way encumber or convey the Equipment or any portion or component thereof. Recipient understands and agrees that certain information relating to the Equipment is confidential and will not disclose any information regarding the Equipment to any third party without Next Level’s prior written consent.

    3. Use

    3.1 Recipient shall use the Equipment only for the purposes of product evaluation. Recipient shall only use the Equipment at Recipient’s site shown on Next Level’s shipping documents, and may not move the Equipment without Next Level’s prior written consent. If the Equipment is located at a site not under Recipient’s ownership or control, then Recipient shall advise Next Level of that fact and obtain written assurances satisfactory to Next Level that Next Level shall have access to the Equipment and the ability to inspect, maintain, and remove the Equipment at Next Level’s option.

    4. Term

    4.1 This Agreement shall begin as of the Effective Date and run for a period of 30 days (“Term”) unless terminated earlier due to early termination for cause or upon ten (10) days written notice by Next Level or Recipient to the other party without cause. Next Level may, in writing, extend the term or establish a separate term for particular items of Equipment. Upon expiration of any term, the terms of this Agreement shall be extended month to month until terminated by ten (10) days written notice by either party to the other.

    5. Return of Equipment and Risk of Loss

    5.1 Within ten (10) business days, upon expiration or early termination of the Term, Recipient shall return to Next Level, or make available for pick-up by Next Level, at Next Level’s direction and in accordance with Next Level’s packing and shipping instructions to the Next Level location specified by Next Level, the Equipment loaned under this Agreement. Unless otherwise agreed to in writing by Next Level, Recipient shall be responsible for and shall pay or reimburse Next Level for all delivery, freight, de-installation, packing, taxes, duties and all other associated expenses with respect to the return to Next Level of the Equipment. 5.2 Recipient will bear all risk of loss with respect to the Equipment from receipt until such Equipment is returned to Next Level. All Equipment returned to Next Level must include the same components as received by Recipient, and must be in good operating order and condition. Charges may be imposed by Next Level if Recipient fails to return the Equipment in such condition or within the return timeframe set forth herein.

    6. Warranty, Disclosure and Limitation of Liability

    6.1 All Equipment is provided “as is” without warranty of any kind, written or oral, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. Recipient understands that some newly manufactured Equipment may contain remanufactured parts equivalent to new in performance. Recipient hereby agrees to defend, indemnify and hold Next Level harmless from any claims or suits against Next Level arising from Recipient’s use of the Equipment, including use by its employees, agents, or subcontractors. Recipient will pay all costs; damages, losses and expenses (including reasonable attorneys’ fees) incurred by Next Level and will pay any award with respect to any such claim or agreed to in any settlement. Next Level will not be liable for any direct, indirect, special, incidental or consequential damages, whether based on contract, tort, or any other legal theory, arising out of this equipment loan agreement or Recipient’s use of the Equipment.

    7. Maintenance

    7.1 During the Term, Recipient will maintain all Equipment in good operating order and condition at Recipient’s cost or expense unless otherwise agreed to in writing by Next Level. All maintenance must be provided by personnel authorized by Next Level. All maintenance costs and expenses due to Recipient’s negligence will be borne by Recipient. Recipient will be responsible for providing Next Level personnel ready and safe access to the Equipment for such maintenance and support.

    8. Software

    8.1 All software provided hereunder or in connection with the Equipment is licensed to Recipient under the current terms of Next Level’s Software License Terms, which shall be provided or made available by Next Level during the Term of this Agreement. If Recipient requires a license to use any software other than as stated in Next Level’s Software License Terms, then such change or modification must be agreed to by Next Level in writing. Any software or other documentation provided by Next Level in connection with the Equipment may only be used for the purposes set forth in Paragraph 3 herein above and no copies may be made except for backup purposes without Next Level’s prior written consent.

    9. General Provisions

    9.1 NO ASSIGNMENT: Neither this Agreement nor any right, privilege, license or obligations set forth herein may be assigned, transferred or shared by Recipient without Next Level’s prior written consent, and any such attempted assignment or transfer is void. Any merger, consolidation, reorganization, transfer of substantially all assets of Recipient or other change in control or ownership of Recipient will be considered an assignment for the purposes of this Agreement. 9.2 ENTIRE AGREEMENT: This Agreement and the attached Exhibits, if any, comprise the entire understanding between the parties with respect to its subject matter and supersede any previous communications, representations, or agreements, whether oral or written. No modification of this Agreement will be binding on either party unless in writing and signed by an authorized representative of each party. If there is a conflict between the terms of this Agreement, or any other agreement between the parties, then the terms of this Agreement shall supersede and take priority over the conflicting terms of any other such Agreement. 9.3 GOVERNING LAW: This Agreement will be governed in all respects by the laws of the State of California without reference to any choice of laws, provisions, as though this Agreement were entered into by residents of that State to be wholly performed within that State. The parties hereby waive any applications of the United Nations Convention on Contracts for the International Sale of Goods (as promulgated in 1980 and any successor or subsequent conventions) with respect to the performance or interpretations of this Agreement.
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