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property. Customer shall keep the Equipment free and clear of all levies, liens and encumbrances. Customer will not grant any security interest in or otherwise dispose of the Equipment or any interest in this Agreement or the Equipment or; sublet or lend the Equipment or permit it to be used by anyone other than Customer or its personnel. If a court of competent jurisdiction determines that this Agreement is a lease intended for security, a loan secured by the Equipment, or other similar arrangement, the parties agree that in such an event, to the extent permitted by law, Customer shall be deemed to have granted Motorola a first priority security interest in any Equipment provided. In anticipation of such event, Customer understands that Motorola, its agent or representatives, will file one or more UCC financing statements covering the Equipment and Customer will cooperate with such effort. 7.2 IP Rights Each Party owns and retains all of its Proprietary Rights that exist on the Effective Date. Motorola owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with providing the Deliverables or Services to Customer, and this Agreement does not grant to Customer any shared development rights. At Motorola's request and expense, Customer will execute all papers and provide reasonable assistance to Motorola to enable Motorola to establish the Proprietary Rights. Unless otherwise explicitly stated herein, this Agreement does not restrict a Party concerning its own Proprietary Rights and is not a grant (either directly or by implication, estoppel, or otherwise) of a Party's Proprietary Rights to the other Party. 7.3 Ownership of Deliverables All Deliverables, and any Intellectual Property embodied therein, are and shall remain Motorola's property. 7.4 Customer Data Ownership. Customer Data is and will remain the sole property of Customer. Customer Data may be used by Motorola, as it deems necessary to provide the Services under this Agreement. 8. COMPENSATION 8.1 Fees Fees for the Services are set forth in Exhibit C. Unless the Parties agree in writing to change the fees, the fees will remain the same for a period of six (6) years. At the end of the sixth (6 year and every 6 years thereafter, fees will be increased in accordance with the Consumer Price Index, as set forth in Exhibit C. Customer will pay the ARC for on -going services. Motorola will deliver invoices for the ARC in the annually forty -five (45) days preceeding the annual anniversary of the Effecitve Date. 8.2 Payment Customer will pay Motorola's invoices within thirty (30) days from the date of invoice. All fees, expenses and all other amounts under this Agreement are payable in U.S. Dollars. Payments received later than ten (10) days from the due date will bear interest at the maximum rate allowable by law from the due date. 8.3 Funding ARC payments will be absolute and unconditional in all events and will not be subject to any set -off, defense, counterclaim, or recoupment for any reason whatsoever, including without limitation, any dispute between Customer and Motorola relating to Motorola's performance with respect to the Services. Customer reasonably believes that funds can be Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 6 Attachment number 1 G -2 Page 328