S15/2818
®
MOTOROLA
SOLUTIONS
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default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing
the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless
otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. in the
event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its
Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this
Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from
Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this
Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with
detailed invoices substantiating the charges.
Section 13 INDEMNIFICATION
13.1. GENERAL INDEMNITY BY MOTOROLA. Moterola will indemnify and hold Customer harmless from any and all
liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible
property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its
subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives
Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or
settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of
Customer from liabilities that are in any way related to Motorola's performance under this Agreement.
13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all
liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible
property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other
contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives
Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or
settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of
Motorola from liabilities that are in any way related to Customer's performance under this Agreement.
13.3. PATENT AND COPYRIGHT INFRINGEMENT
13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent itis based on a third- party
claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly
infringes a United States patent or copyright (“Infringement Claim”). Motorola's duties to defend and indemnify are
conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole
control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to
Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim.
In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages
finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in
writing, by Moterola in settlement of an Infringement Claim.
13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the
Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c)
accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable
charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting
standards.
COOP PRET EE TEER ERAT PEEP EES EET ES EE ea ew Fee eee PPR ORAREPT PTET ER ESET TET eee!
Use or disclosure of this proposal is subject
to the restrictions on the disclosure page.
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