17.2. This Agreement anc the rights and duties of the parties will be interpreted in accordance with the laws of the Siate 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. Weither party is liable for delays or tack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acis of God.
17.5. Wiotorola may subcontract any of the work, but subcontracting will not relieve iMotcrola of its duties under this
Agreemeni.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hareuncder
without the prior written consent of the other Party, which consent will noi be unreasonably withheld. Any attempted
assignmeni, delegation, or transfer without the necessary consent will be void. Notwithsianding the foregoing, Motorola
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 ofa
sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), iviotoraia may, without the prior
written consent of the 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 (anc iviotoroia and its affiliates, to the extent applicable} following ithe
Separation Event.
17.7, THIS AGREEMENT WILL RENEW, FOR Ai 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 tne termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiraiion will appiy to those Services and Customer agrees to pay for those services on a
time and materials basis at Motorola's then effective nourly rates.
17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered pari 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 admissibiliiy. In
addition, an elecironic signature, a true and correct facsimile copy or computer image of this Agreement shali be treated as
and shall have the same effect as an original signed copy of this documeni.
Revised Oct 15, 2075
