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Agreement; and (v) Customer's present senior management and current administration is unaware of any situation in which the Customer terminated a contract early for failure to appropriate funds for a subsequent year or years. 15.2 Compliance with Laws Motorola shall perform Services under this Agreement in a manner that complies with Applicable Laws as they pertain to the Services under this Agreement. Customer will comply with all Applicable Laws in operation of its business and in use of the Services and Deliverables. 15.3 Conflict of Interest Neither Party is under any obligation or restriction that would conflict with its obligations under this Agreement or applicable SOW. 15.4 Assignment 15.4.1 Except as provided below, neither party may assign this Agreement, or assign any rights or duties under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any prohibited assignment is void. Notwithstanding, Motorola may assign to a Financial Assignee (as defined below) in whole or in part its rights, title and interest, including without limitation its rights to receive payments, in and to this Agreement, the Equipment and any documents executed with respect to this Agreement. Motorola may grant or assign a security interest in this Agremeent and the Equipment, in whole or in part. Any such Financial Assignees shall have all of the rights of Motorola under this Agreement. 15.4.2 Financial Assignee. Customer covenants and agrees not to assert against the Financial Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Customer may have against Motorola. No assignment or reassignment of any of Motorola's right, title or interest in this Agreement or the Equipment shall be effective unless and until Customer shall have received a notice of assignment, disclosing the name and address of each such Assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Agreement ( "Financial Assignee "), it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Customer until Customer shall have been advised that such agency agreement is no longer in effect. After notice of such assignment, Customer shall name the Assignee as additional insured and loss payee in any insurance policies in force. Any Financial Assignee of Motorola may reassign this Agreement and its interest in the Equipment and the ARC payments to any other person who, thereupon, shall be deemed to be Motorola's Assignee hereunder. 15.5 Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina. 15.6 Negotiation. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ( "Notice of Dispute "). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 14 Attachment number 1 G -2 Page 336