|
when such disclosure occurred and what actions the Party is taking to remedy such disclosure,
<br />and (ii) cooperate with in investigating such disclosure
<br />12.2.2 Return or Destruction of Confidential Information Within ten (10) days
<br />following the earlier of. (i) termination or expiration of this Agreement or any SOW and the
<br />completion of all Transition Services related thereto, and (ii) upon written request by either Parry
<br />as to that Party's Confidential Information, the Recipient must, at the Recipient's discretion,
<br />either return to the Discloser all Confidential Information (including all copies /derivatives
<br />thereof); or certify in writing to the Discloser that such Confidential Information (including all
<br />copies /derivatives thereof) has been destroyed in such a manner that it cannot be retrieved.
<br />13. INDEMNIFICATION.
<br />13.1 Indemnification by Motorola. Motorola will indemnify and hold Customer harmless
<br />from any and all liability, expense, judgment, suit, cause of action, or demand for personal
<br />injury, death, or direct damage to tangible property which may accrue against Customer to the
<br />extent it is caused by the negligence of Motorola, its subcontractors, or their employees or
<br />agents, while performing their duties under this Agreement, if Customer gives Motorola prompt,
<br />written notice of any claim or suit. Customer will cooperate with Motorola in its defense or
<br />settlement of the claim or suit. This section sets forth the full extent of Motorola's general
<br />indemnification of Customer from liabilities that are in any way related to Motorola's
<br />performance under this Agreement.
<br />13.2 Indemnification by Customer. Customer will indemnify and hold Motorola harmless
<br />from any and all liability, expense, judgment, suit, cause of action, or demand for personal
<br />injury, death, or damage to property which may accrue against Motorola to the extent it is caused
<br />by the negligence of Customer, its other contractors, or their employees or agents, including but
<br />not limited to causes of action for damages related to tracking, location based services ( "LBS "),
<br />breach of privacy, and the use or misuse of Personal Identifiable Information (PII) provided that
<br />Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall
<br />cooperate with Customer in its defense or settlement of such claim or suit. Further, to the extent
<br />permitted by law, Customer will indemnify and hold Motorola and its assigns harmless from, any
<br />and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees
<br />and court costs, arising in connection with the Equipment, including, but not limited to, its
<br />selection, delivery, possession, use, operation, rejection, or return and the recovery of claims
<br />under insurance policies thereon.
<br />14. LIMITATION OF LIABILITY.
<br />14.1 Limitation Except for personal injury or death, Motorola's total liability, whether for
<br />breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to
<br />the direct damages recoverable under law, but not to exceed the amount paid by Customer to
<br />Motorola for the Services provided during the twelve months prior to the occurrence giving rise
<br />to the claim. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH
<br />LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR
<br />ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD
<br />Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14
<br />Page 12
<br />Attachment number 1
<br />G -2 Page 334
<br />
|