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"Required Consents" means any consents or approvals required for a Party, its Affiliates and
<br />its /their Personnel, to use Motorola Provided System, Customer Provided System, any Electronic
<br />System or other applicable property, of the other Party for the purposes contemplated by this
<br />Agreement.
<br />"Service Taxes" means any and all sales, use, excise, value added (including without limitation
<br />VAT), service, lease, personal property, consumption and other similar taxes and duties that are
<br />assessed against either Party on the provision or receipt of the Services as a whole, or on any
<br />particular Service received by Customer or its Affiliate from Motorola, excluding income taxes.
<br />"Termination Charges" means the payment that is required to be made by Customer upon
<br />termination of this Agreement, as set forth in Exhibit C.
<br />3. SERVICES.
<br />3.1 Services Motorola and Customer will perform their respective responsibilities as
<br />described in this Agreement, including its Exhibits. To enable Motorola to perform the Services,
<br />Customer will provide to Motorola reasonable access to relevant Customer information,
<br />personnel, systems, and office space when Motorola's employees are working on Customer's
<br />premises, and other general assistance. Further, if any Equipment is installed, stored, or located
<br />on Customer's property, in order to provide the Services, Customer will provide, at no charge, a
<br />non - hazardous environment with adequate shelter, heat, light, and power and full and free access
<br />to the Equipment. If the Statement of Work contains assumptions that affect the Services or
<br />Deliverables, Customer will verify that they are accurate and complete. Any information that
<br />Customer provides to Motorola concerning the Services or Deliverables will be accurate and
<br />complete in all material respects. Customer will make timely decisions and obtain any required
<br />management and third party approvals or consents that are reasonably necessary for Motorola to
<br />perform the Services and its other duties under this Agreement. Unless the Statement of Work
<br />states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject,
<br />modify, or provide advice concerning any assumptions and Customer - provided information,
<br />decisions and approvals described in this paragraph.
<br />3.2 Equipment If Motorola provides Equipment in order to enable the Services, Customer
<br />will use the Equipment in a careful manner for the use contemplated by the manufacturer of the
<br />Equipment and shall comply with all laws, ordinances, insurance policies and regulations
<br />relating to the Equipment. Customer will not make any alterations, additions or improvements to
<br />the Equipment without Motorola's prior written consent. Motorola will be entitled to inspect the
<br />Equipment or observe its use and operation during reasonable business hours. Only Customer
<br />and its personnel will use and operate the Equipment during the Agreement.
<br />3.2.1 Risk of Loss Risk of loss to any Equipment provided to Customer as part of the
<br />Services will reside with Customer upon delivery and will remain with Customer until
<br />Equipment is returned to Motorola or its agent. Customer will provide, at no charge, a non-
<br />hazardous environment with adequate shelter, heat, light, and power and full and free access to
<br />the Equipment. In the event of loss, theft, damage beyond repair, or damage resulting for
<br />inappropriate use of Equipment, Customer will pay Motorola to replace the Equipment. The
<br />Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14
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