THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions coniernplated by this Agreement may be broughi more
ihan one (1) year 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 aii 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 ihe subject matter of this
Agreemeni excepi 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 puschase order issued in furtherance of this Agreement,
however, an omission of ihe reference to this Agreement will not affect its appiicability. in no event will either party be bound
by any terms contained in a Customer purchase order, acknowledgement, or other wiitings 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 7emain Motorola's property, will be deemed proprietary, wil! be kept confidential, and
will be promptly returned at Motorola's request. Customer may not disclose, without Moiorola's written permission or as
required by law, any confidentiat 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 sei forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, 90 commercial or technical information disclosed in any manner or at any time by
Customer to Motorola wili be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidentiai anc 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, inciuding any intellectual property created as a
result of or related to the Equipment sold or Services performed under this Agreement,
Section 14. FCC LICENSES ANB OTHER 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.
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on
contract, solicit the employment of, or recommend employment to any thirc party of any employee of Niotorola or its
subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of
Motorola or its subcontractors who are responsible for rendering services under this Agreement. if this provision is found to
be overly broad under applicabie law, it will be modified as necessary to canform to applicable law.
Section 16. MATERIALS, TOOLS AND EQUIPMENT
Ail tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by ivictorola 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 controi, 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 Motorala's use without charge and may be removed from Customer's premises by
Motorola at any time without resiriction.
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.
