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MOTOROLA
SOLUTIONS
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10.1. FORCE MAJEURE. Neither Party will be liabie for its non-performance or delayed performance if caused by a
Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify
the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force
Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that
is reasonable under the circumstances.
10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors)
delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no
delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested,
compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs
incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension
of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and
standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 11 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”).
11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State
in which the System is installed.
11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute
(“Notice of Dispute”). The Parties will attempt to rescive the Dispute promptly through gocd faith negotiations
including 1) timely escalation of the Dispute to executives whe have authority to setile the Dispute and who are at a
higher level of management than the persons with direct responsibility for the matter and 2) direct communication
between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the
Parties will proceed to mediation.
11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from
either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator.
If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association
nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the
mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation
by a business executive with authority to settle the Dispute.
11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the
Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in
which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in
such state over any claim or matter arising under or in connection with this Agreement.
11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and
settlement negotiations for purpeses of applicable rules of evidence and any additional confidentiality protections
provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines
of laches, waiver or estoppel to affect adversely the rights of either Party.
Section12 DEFAULT AND TERMINATION
12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party
may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a
default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by
Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the
defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the
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Use or disclosure of this proposal is subject
to the restrictions on the disclosure page.
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