3/15/2018
®
MOTOROLA
SOLUTIONS
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15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate
by documentation (i) is now available or becomes available to the public without breach of this agreement, (ii) is
explicitly approved for release by written authorization of Disclose; (iii) is lawfully obtained from a third party or
parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently
developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this
agreement.
15.1.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced without
the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this
Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential
Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential
Information has been destroyed. However, Recipient may retain one {1) archival copy of the Confidential Information
that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the
Confidential Information is granted other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it
discloses pursuant te this Agreement.
15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any
Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary
Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights.
All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the
Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant
to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software
License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise,
any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative
works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the
Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source
Software which is governed by the standard license of the copyright owner.
Section 16 GENERAL
16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments
or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these
taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes
(including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely
responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible
for reporting taxes on its income or net worth.
16.2, ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement
or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will
not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will
be void. Notwithstanding 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 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 Motorcla, assign this Agreement such that it will continue to benefit the Separated Business and
its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may
subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
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Use or disclosure of this preposal is subject
to the restrictions on the disclosure page.
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