|
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
<br />strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but
<br />not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are
<br />claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,
<br />THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE;
<br />LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
<br />INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
<br />THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF
<br />SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the
<br />expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for
<br />contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
<br />than one (1) year after the accrual of the cause of action, except for money due upon an open account.
<br />Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br />15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other
<br />with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential
<br />Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required
<br />by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a
<br />'.need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions
<br />to guard the confidentiality of the Confidential Information, including informing its employees who handle the
<br />Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at
<br />least the same degree of care that the receiving Party applies to its own confidential information and will not be less
<br />than reasonable care; and use the Confidential Information only in furtherance of the performance of this
<br />Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant
<br />of any proprietary rights in the Confidential Information is given or intended, including any express or implied license,
<br />other than the limited right of the recipient to use the Confidential Information in the manner and to the extent
<br />permitted by this Agreement.
<br />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 this
<br />Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly
<br />provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication,
<br />estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify,
<br />disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive
<br />source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute,
<br />sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence
<br />does not apply to Open Source Software which is governed by the standard license of the copyright 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 reporfing the Equipmentfor personal propertytax purposes, and Motorola will be solely
<br />responsible for reporting taxes on its income or net worth.
<br />16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this
<br />Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which
<br />consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary
<br />consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or
<br />its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one
<br />or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint
<br />venture, spinoff or otherwise (each a "Separation Event'), Motorola may, without the prior written consent of the
<br />August=fl Use or deolosure of this proposal's subject
<br />to the restrotbns on the cover page.
<br />® Motorola$olutions Confidential Restncted Contrectual Documentation 3-9
<br />F-9 Page 222
<br />
|