3/15/2018
es
MOTOROLA
SOLUTIONS
PALETTE LATA TLL ALL TT ELT TTL tees Sent e eee serene eres eec ett U eae ei ELL
13.3.3. Motorcia wiii have no duty to defend or indemnify for any infringement Ciaim that is based upon: (a} the
combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of
ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the
Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs,
specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs,
specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola;
(e}) use of the Motorola Product in a manner for which the Motorela Product was not designed or that is inconsistent
with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola
Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's
revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from
Customer from sales or license of the infringing Motorola Product.
13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of
an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or
further remedies, whether under another provision of this Agreement or any other legal theory or principle, in
connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to
and limited by the restrictions set forth in Section 14.
Section 14 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but
not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are
claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA,
GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT
OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This
limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding
any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this
Agreement may be breught more than one (1) year after the accrual of the cause of action, except for money due
upon an open account.
Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION
15.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this agreement. During
the term of this Agreement and for a period of three (3) years from the expiration or termination of this agreement,
Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential
Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a
parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must
be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms
substantially similar to those in this agreement; (iii) not copy, reproduce, reverse engineer, de-compile or
disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; {v)
promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and
take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions
or other breach of this agreement; and {vi) only use the Confidential Information as needed to fulfill this agreement.
POPP ROSE ETE TEER ES TET EEE EEE TET EO ER a CREE EPEAT ERE EST TET TTA E EE EE ETAT EE
Use or disclosure of this prepusal is subject
to the restrictions on the disclosure page.
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