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Service Terms and Conditions

Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:

Section 1. APPLICABILITY

These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer
either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a
Motorola Installation Agreement.

Section 2. DEFINITIONS AND INTERPRETATION

2.1. “Agreement” means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or
the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference.
In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take
precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or
attachment states otherwise.

2.2. “Equipment” means the equipment that is specified In the attachments or is subsequently added to this Agreement.

2.3, “Services” means those installation, maintenance, support, training, and other services described in this Agreement.

Section 3. ACCEPTANCE

Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement
begins on the “Start Date” indicated in this Agreement.

Section 4. SCOPE OF SERVICES

4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other
document attached io this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's
then-applicable rates for the services.

4.2, if Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment
will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed
by Motorola will be followed.

4.3. if Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be added to this Agreement and wiil be billed at the applicable rates after the
warranty for that additional equipment expires.

4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipmentis lost, damaged, stolen or taken out of
service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which
Motorola receives the written notice.

4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments.

4.6. — If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola
may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the
price to Service that Equipment.

4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in
@ manner consistent with the level of Service purchased as indicated in this
Agreement.

Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in ather
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;

Effective Dates:
The cooperative agreement shall become effective on July 1, 2023 and shall expire on June 30, 2024.

FINANCIAL PLAN
2022-2023

Cost Element Full Cost
Personnel Compensation $77,359.70
Travel :
Vehicles $ 4,084.62
Other Services -
Supplies and Materials $ 3,000.00
Equipment -
Subtotal (Direct Charges) $84,444.32
Pooled Job Costs 11.00% $ 9,288.87
Indirect Costs 16.15% $13,637.76
Aviation Flat Rate Collection :
Agreement Total $107,370.95
The distribution of the budget from this Financial Plan may vary as necessary to
accomplish the purpose of this agreement, but may not exceed: $107,370.95

Financial Point of Contact:

Jeff Lafleur, Superintendent
City of Nashua

Solid Waste Department
840W. Hollis St.

Nashua, NH 03062

Phone: (603)589-3410

Email: lafleur@nashuanh.gov

Lori Freeman

USDA, APHIS, WS

59 Chenell Drive, Suite 7
Concord, NH 03301
Phone: (603)223-6832
Lori.Freeman@usda.gov

excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.

5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment, accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorala has no
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or
for Equipment malfunction caused by the transmission medium.

Section 6. TIME AND PLACE OF SERVICE

Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Uniess
otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Untess otherwise stated in this Agreement, the price for the Services exclude any charges or expenses
associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.

Section 7. CUSTOMER CONTACT

Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available
twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.

Section 8. PAYMENT

Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment
period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days
of the invoice date, Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and
franchise taxes of Motorola) by any governmental entity.

Section 9. WARRANTY

Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of
ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

Section 10. DEFAULT/TERMINATION

10.4. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure pian, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.

10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant te this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorala wili become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motarola will have no further obligation to provide Services.

Section 11. LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve
months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM

THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise reiating to the transactions contemplated by this Agreement may be brought more
than three (3) years after the accrual of the cause of action, except for money due upon an open account. This limitation
of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

Section 12. EXCLUSIVE TERMS AND CONDITIONS

12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this
Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.

12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound
by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order,
acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to
override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.

Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
to Customer under this Agreement will remain Motorola’s property, will be deemed proprietary, will be kept confidential, and
will be prompily returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as
required by law, any confidential information or data to any person, or use confidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.

13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by
Customer to Mctorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.

13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under
any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a
resuit of or related to the Equipment sold or Services performed under this Agreement.

Section 14. FCC LICENSES AND GTHER AUTHORIZATIONS

Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local government agency and for complying with all rules and regulations required
by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any
governmental matters.

Seciion 15. INFENTIONALLY OMITTED

Section 16. MATERIALS, TOOLS AND EQUIPMENT

All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of
this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This
praperty will be held by Customer for Motorcla’s use without charge and may be removed from Customer's premises by
Motorola at any time without restriction.

Section 17, GENERAL TERMS

17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.

17.2. This Agreement shall be governed by the laws of the State of New Hampshire and any claim or action brought relating to
this Agreement, the work performed or contracted to be performed hereunder shall be brought in Hillsborough County (New
Hampshire) Superior Court Souther Judicial District or in the New Hampshire 9" Circuit Court, Nashua.

17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of Gad.

17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.

17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any aitempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Mctorcla
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a
sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event"), Motorola may, without the prior
written consent of ihe other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the
Separation Event.

17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.

17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a
time and materials basis at Motorola’s then effective hourly rates.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.

Revised Oct 15, 2015

SERVICE AGREEMENT

1299 E Algonquin Road
Schaumburg, iL 60796

(800) 247-2346

Date: 02-APR-2020

Company Name: Nashua Police Dept, City Of

Attn:
Billing Address: 229 Main St
City, Province, Postal Code: Nashua,NH,03060
Customer Contact: Lt William Mansfield
Phone: 603-594-3521

Contract Number: USC000044501
Contract Modifier: RN30O-MAY-17

Required P.O.:

Customer #: 1000413138

Bill to Tag#: 0001
Contract Start date:

01-JUL-2020

Contract End date: 30-JUN-2021
Anniversary Day: JUN 30th
Payment Cycle: ANNUAL

Currency: USD

aTy MODEL/OPTION SERVICES DESCRIPTION MONTHLY | EXTENDED
EXT AMT
~ Recurring Services *****
1 SVCO48VC0160A | SYSTEM UPGRADE AGREEMENT I $16,648.56} $199,782.71
Sub Total $16,648.56 | $199,782.71
Taxes
SPECIAL INSTRUCTIONS - attacu Grand Total $16,648.56 $199,782.71

STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Contract End Date is the same as the

Termination Date for purposes of
Section 17.7 below

TAXES MAY APPLY AS PER THE JURISDICTIONS

| received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of

which is attached to this Service Agreement, is incorporated herein by this reference.

AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME}

MOTOROLA REPRESENTATIVE (SIGNATURE) THLE DATE
Joshua Morick 518-928-2073

MOTOROLA REPRESENTATIVE (PRINT NAME} PHONE

Company Name — : Nashua Police Dept, City Of

Contract Number : USC000044501
Contract Modifier : RN3O-MAY-17
Contract Start Date: 01-JUL-2020
Contract End Date : 30-JUN-2021

Service Terms and Conditions

Motorola Solutions Inc. {("Motorcla") and the customer named in this Agreement ("Customer") hereby agree as follows:

Section 1. APPLICABILITY

These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer
(1) maintenance, support, or other services under a Motorola Service Agreement, (2) installation services under a Motorola
Installation Agreement, or (3) SUA services (defined below) program as more specifically set forth in the attached SUA
Addendum.

Section 2. DEFINITIONS AND INTERPRETATION

2.1. “Agreement' means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or
the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference.
In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take
precedence over any cover page, and the cover page takes precedence over any attachmenis, unless the cover page or
attachment states otherwise.

2.2. “Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2,3. “Services” means those installation, maintenance, support, training, and other services described in this Agreement.

2.4 “SUA’" or “SUA Il” means Motorola’s Software Upgrade Agreement program.

Section 3. ACCEPTANCE

Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement
begins on the “Start Date” indicated in this Agreement.

Section 4. SCOPE OF SERVICES

4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other
document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola’s
then-applicable rates for the services.

4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment
will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed
by Motorola will be followed.

4.3, If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the
warranty for that additional equipment expires.

4.4, All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of
service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which
Motorola receives the written notice.

4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments.

4.6. lf Equipment cannot, in Motorola’s reasonable opinion, be properly or economically serviced for any reason, Motorola
may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the
price to Service that Equipment.

4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in
a manner consistent with the level of Service purchased as indicated in this
Agreement.

Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;

excessive wear and tear; or accident, liquids, power surges, neglect, acis of God or other force majeure events.

5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or
for Equipment malfunction caused by the transmission medium.

Section 6. TIME AND PLACE OF SERVICE

Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless
otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges cr expenses
associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.

Section 7. CUSTOMER CONTACT

Customer will provide Motorola with designated points of cantact (list of names and phone numbers} that will be available
twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.

Section 8. PAYMENT

Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment
period. All other charges will be billed monthly, and Customer must pay each invoice in U_S. dollars within twenty (20) days
of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement (except Income, profit, and
franchise taxes of Motorola) by any governmental entity.

Section 9. WARRANTY

Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of
ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

Section 10. DEFAULT/TERMINATION

10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter io provide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.

10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.

Section 11. LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total ifability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct darnages recoverable under law, but not to exceed the price of twelve
months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF
SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS GR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more

than three (3) years after the accrual of the cause of action, except for money due upon an open account. This limitation of
liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

Section 12. EXCLUSIVE TERMS AND CONDITIONS

12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this
Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of beth parties.

12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreemeni,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound
by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order,
acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to
override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.

Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
to Customer under this Agreement will remain Motorcla’s property, will be deemed proprietary, will be kept confidential, and
will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as
required by law, any confidential information or data to any person, or use conjidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.

13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner cr at any time by
Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.

13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under
any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a
result of or related to the Equipment sold or Services performed under this Agreement.

Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS

Cusiomer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local government agency and for complying with all rules and regulations required
by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any
governmental matters.

Section 15. INTENTIONALLY OMITTED

Section 16. MATERIALS, TOOLS AND EQUIPMENT

All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of
this Agreernent will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This
property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by
Motcrola at any time without restriction.

Section 17. GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.