AG 2014 12 15 - Laserfiche WebLink

Home Browse Search

received, without penalty or expense of any kind to Customer, except Customer will pay Motorola for any Services rendered prior to such termination. Customer will immediately provide written notice to Motorola or its Financial Assignee of such occurrence . In the event of such termination, Customer agrees to peaceably surrender possession of the Equipment to Motorola or its Financial Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Motorola. If Customer fails to deliver possession of the Equipment within thirty (30) days to Motorola upon termination by reason of an event of nonappropriation, the termination shall nevertheless be effective, but Customer shall be responsible for the payment of damages in an amount equal to the portion of ARC payments thereafter coming due that is attributable to the number of days after the termination during which the Customer fails to deliver possession and for reasonable, verifiable costs associated with Motorola's efforts to retrieve the Equipment, as a result of Customer's failure to deliver possession as required. Motorola or its Financial Assignee will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Customer agrees, to the extent not prohibited by law, that it will not cancel this Agreement under the provisions of this Section if any funds are appropriated to it, or by it, for retention of the Services. 10. TRANSITION SERVICES. 10.1 Transition Rights 10. 1. 1 Disengagement. Upon expiration or termination of this Agreement (or any SOW) by either party for any reason, Motorola at its option may provide Customer with reasonable transition Services ( "Transition Services ") at Customer's expense, for up to six (6) months after expiration or termination (the "Transition Period "). Transition Services will include services necessary to transition Services to another provider or in -house to Customer, as designated by Customer. If Customer fails to pay transition fees as set forth under this Agreement, Motorola shall have no obligation to provide or continue to provide any Transition services. 10. 1.2 Cooperate. At Customer's expense, Motorola shall cooperate with Customer to promote a smooth transition throughout the Transition Period. 10. 1.3 Customer's Direction. Subject to the terms of this Agreement, Customer shall have the right to control the timing and duration of Transition Services. Notwithstanding, Transition Services will not exceed six (6) months. The Transition Services will include, at Customer's expense and agreement of the Parties, the extension of all or a portion of the Services, on a month -to -month basis in exchange for the ARC in effect at the time of termination, to be paid pro -rated in advance of providing the monthly Services. During the pendency of the Transition Services, Customer may not receive a technology refresh. 10. 1.4 Charges. For extensions of Services that Customer was receiving from Motorola prior to the applicable expiration or termination date, the fees applicable to such Services will be charged at the rates that Customer was paying prior to such expiration or termination. For all other Transition Services, Motorola will charge Customer fees based on Motorola's then- Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 9 Attachment number 1 G -2 Page 331