AG 2014 12 15 - Laserfiche WebLink

Home Browse Search

standard rates. Motorola shall have no obligation to perform any Transition Services unless such charges are documented pursuant to Section 3.4 (Change Order Procedures). 10. 1.5 Additional Terms. Customer's payment of any fees for Transition Services shall be a waiver of Customer's right to claim the amount of such payment as damages, in the event Motorola has breached this Agreement or the applicable SOW. Motorola may require, as a condition precedent to providing such Transition Services, that Customer pre -pay, on a monthly basis, the reasonably expected cost of the Transition Services for the following month. Notwithstanding anything to the contrary in this Agreement, termination of this Agreement will not terminate any licenses granted under this Agreement that would have otherwise terminated on the date of such termination, until expiration of the Transition Period. 10.2 Discontinuance/Disablement of Services Motorola will not be responsible for provision of Services during and in conjunction with Customer authorized downtime, emergency service issues, or other issues caused by factors beyond the reasonable control of Motorola and for Customer's failure to pay invoices, Customer acknowledges and agrees that minimal, routine interruptions may occur from time to time and that scheduled interruptions may be necessary to provide the Services. 11. PERSONNEL. 11.1 Responsibility. Each Party is responsible for its own Personnel. 11.2 Independent Contractors. Each party will perform its duties under this agreement as an independent contractor. The parties and their Personnel will not be considered to be employees or agents of the other party. Nothing in this agreement will be interpreted as granting either party the right or authority to make commitments of any kind for the other. This agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 11.3 Key Personnel Each SOW may identify certain Motorola Personnel as key personnel ( "Key Personnel "). Motorola, in its sole discretion may replace Key Personnel without notice to Customer. 12. CONFIDENTIALITY. 12.1 Confidential Information 12. 1.1 Confidentiality Obligation During the term of this Agreement, the parties may provide each other with Confidential information. Each party may be a disclosing party ( "Discloser ") and a receiving party ( "Recipient ") under this Agreement. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 10 Attachment number 1 G -2 Page 332