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15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola„ the third party manufacturer of
<br />any Equipment, and the copyright owner of any Non - Motorola Software own and retain all of their respective
<br />Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their
<br />Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with
<br />providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and
<br />this Agreement does not grant to Customer any shared development rights of intellectual property. Except as
<br />explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by
<br />implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not
<br />modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer,
<br />derive source code or create derivative works from, adapt, translate, merge with other software, reproduce,
<br />distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding
<br />sentence does not apply to Open Source Software which is governed by the standard license of the copyright
<br />owner.
<br />Section 16 GENERAL
<br />16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes,
<br />assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to
<br />pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount
<br />of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer
<br />will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be
<br />solely responsible for reporting taxes on its income or net worth..
<br />16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without the prior
<br />written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its
<br />right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but
<br />subcontracting will not relieve Motorola of its duties under this Agreement.
<br />16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a
<br />waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the
<br />waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver
<br />of that same right or power, or the waiver of any other right or power.
<br />16.4. SEVERABILiTY. If a court of competent jurisdiction renders any part of this Agreement invalid or
<br />unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.
<br />16.5. INDEPENDENT CONTRACTORS, Each Party will perform its duties under this Agreement as an
<br />independent contractor. The Parties and their personnel will not be considered to be employees or agents of the
<br />other Party, Nothing in this Agreement will be interpreted as granting either Party the right or authority to make
<br />commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint
<br />venture, partnership or formal business organization of any kind.
<br />16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only
<br />for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the
<br />particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its
<br />terms and conditions and not for or against either Party.
<br />16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the
<br />Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and
<br />understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or
<br />modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms
<br />and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an
<br />amendment or modification of this Agreement, even if a representative of each Party signs that document.
<br />Cabarrus County, N.C.
<br />6 Channel Expansion
<br />wy Motorola Solutions Confidential Restricted
<br />July 19, 2013
<br />Use or disclosure of this proposal is subject
<br />to the restrictions on the cover page.
<br />Attachment number 1
<br />Contractual Documentation 7-10
<br />F -3 Page 181
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