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MOTOROLA
SOLUTIONS
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on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Section 10 DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing
party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to
provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan
immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the
injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement
effective upon giving a written notice of termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to
this Agreement, including payments which may be due and owing at the time of termination. All sums owed by
Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the
effective date of termination, Motorola will have no further obligation to provide Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the
price of twelve (12) months of Service provided under this Agreement. 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 OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for
contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than
one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of
liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary
provision.
Section12 EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties,
whether written or oral, related to the Services, and there are no agreements or representations concerning the
subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or
modified except by a written agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party
be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the
purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the
intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other
writing is signed by authorized representatives of both parties.
Section13 PROPRIETARY INFORMATION; CONFIDENTIALITY: INTELLECTUAL PROPERTY RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise
furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept
confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's
written permission or as required by law, any confidential information or data to any person, or use confidential
PAPEETE ETOP AEE TEETER ERT ATEN ae ee ORO ETTORE ESET AE ET e eer eee
Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 52
