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AG 2018 09 17
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AG 2018 09 17
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Last modified
5/8/2019 7:18:45 PM
Creation date
5/2/2019 12:14:31 PM
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Meeting Minutes
Doc Type
Agenda
Meeting Minutes - Date
9/17/2018
Board
Board of Commissioners
Meeting Type
Regular
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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 to <br />tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its <br />subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives <br />Motorola prompt, written notice of any the 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 indemnification of <br />Customer from liabilities that are in any way related to Motorola's performance under this Agreement. <br />13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnity 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 to <br />tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its <br />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 defense <br />or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of <br />Motorola from liabilities that are in any way related to Customer's performance under this Agreement. <br />13.3. PATENT AND COPYRIGHT INFRINGEMENT. <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 ("Motorola Product") <br />directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and <br />indemnity are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola <br />having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer <br />providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the <br />Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will <br />pay all 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 />13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and <br />expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the <br />Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept <br />the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge <br />for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. <br />13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the <br />combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use <br />of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the <br />Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, <br />specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, <br />specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; <br />(e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent <br />with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola <br />Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its <br />indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's <br />revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from <br />Customer from sales or license of the infringing Motorola Product. <br />13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event <br />of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or <br />further remedies, whether under another provision of this Agreement or any other legal theory or principle, in <br />connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject <br />to and limited by the restrictions set forth in Section 14. <br />Section 14 LIMITATION OF LIABILITY <br />Use or disclosure of this proposal Is subject Customer Name Long <br />to the restrictions on the "don or page. <br />38 iaWeor Contents Motorola Solutions Contldentlal Resfrlcted <br />F-9 Page 221 <br />
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