17.2. This Agreement and the rights and duiies of the parties will be interpreted in accordance with the laws of the State in
which the Services are performed.
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 perfarmance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.
17.5. Wiotorola may subcontract any of the work, but subcontracting wili not relieve Motorola of its duties under this
Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or ariy of its righis or obligations hereunder
without the prior written consent of the other Party, which consent will not be uarzasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foreacing, Motorola
may assign this Agreerneni to any of its affiliates or its right to receive paymeni 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 the other Party and at no additional cost to Motercla, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and ‘Motoroia and its affiliates, to the extent applicable) following the
Separation Event.
17.7. THIS AGREEMENT WiLL RENEW, FOR AN ADDITIONAL ONE (i) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OVHER IN WRITING OF [7S INTENTION TC DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary daie, Motorola may adjusi the price of the
Services to reflect its current rates.
17.8. if Miotorola provides Services after the termination or expiration of this Agreemeni, the terms and conditions in effect
at the time of the termination or expiration will apply io those Services anci 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
shali have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
adgition, an electronic signature, a true and correct facsimile copy or computer irnage of this Agreemeni shall be treated as
and shall have the same effect as an original signed copy of this document.
Revised Oct 15, 2015
