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confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be
<br />construed under the doctrines of I'aches, waiver or estoppel to affect adversely the rights of either Party.
<br />121 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the
<br />other Party may consider the non - performing Party to be in default (unless a Force Majeure causes the failure)
<br />and may assert a default claim by giving the non - performing Party a written and detailed notice of default. Except
<br />for a default by Customer for falling to pay any amount when due under this Agreement which must be cured
<br />immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the
<br />default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will
<br />begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan.
<br />If Customer Is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure
<br />plan.
<br />122 FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12. 1,
<br />unless otherwise agreed in writing, the non - defaulting Party may terminate any unfulfilled portion of this
<br />Agreement. In the event of termination for default, the defaulting Party will promptly return to the non - defaulting
<br />Party any of its Confidential Information. If Customer is the non - defaulting Party, terminates this Agreement as
<br />permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy
<br />recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that
<br />specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and
<br />provide Motorola with detailed invoices substantiating the charges.
<br />Section 13 INDEMNIFICATION
<br />13.1, GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any
<br />and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage
<br />to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola,
<br />its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer
<br />gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its
<br />defense or 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 performance under this
<br />Agreement,
<br />13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any
<br />and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage
<br />to tangible property which may accrue against Motorola to the extent It is caused by the negligence of Customer,
<br />its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola.
<br />gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its
<br />defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general
<br />Indemnification of Motorola from liabilities that are in any way related to Customer's performance under this
<br />Agreement.
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<br />13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-
<br />party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ( "Product ") directly
<br />infringes a United States patent or copyright ( "Infringement Claim "), Motorola's duties to defend and indemnify are
<br />conditioned upon: Customer promptly notifying Motorola In writing of the infringement Claim; Motorola having sole
<br />control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to
<br />Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement
<br />Claim, In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all
<br />damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or
<br />agreed to, in writing, by Motorola in settlement of an Infringement Claim.
<br />Cabarrus County, N.C. July 19, 2013
<br />6 Channel Expansion Use or disclosure of this proposal is subject
<br />to the restrictions on the cover page.
<br />Attachment number 1
<br />Motorola Solutions Confidential Restricted Contractual Documentation 7 -8
<br />F -3 Page 179
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