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Section 9 WARRANTY <br />Motorola warrants that its Services under this Agreement will be free of defects in materials and <br />workmanship for a period of ninety (90) days from the date the performance of the Services are <br />completed. In the event of a breach of this warranty, Customer's sole remedy into require Motorola to re- <br />perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non- <br />conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, <br />INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A <br />PARTICULAR PURPOSE. <br />Section 10 DEFAULTITERMINATION <br />10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- <br />performing party a written and detailed notice of the default. The non-performing party will have thirty <br />(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and <br />begin implementing the cure plan immediately after plan approval. If the non-performing party fails to <br />provide or implement the cure plan, then the injured party, in addition to any other rights available to it <br />under law, may immediately terminate this Agreement effective upon giving a written notice of termination <br />to the defaulting party. <br />10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred <br />pursuant to this Agreement, including payments which may be due and owing at the time of termination. <br />All sums owed by Customer to Motorola will become due and payable immediately upon termination of <br />this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide <br />Services. <br />Section 11 LIMITATION OF LIABILITY <br />Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, <br />negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, <br />but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH <br />THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE <br />THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS <br />OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, <br />INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING <br />FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO <br />THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement <br />and applies notwithstanding any contrary provision. <br />Section 12 EXCLUSIVE TERMS AND CONDITIONS <br />12.1. This Agreement supersedes all prior and concurrent agreements and understandings between <br />the parties, whether written or oral, related to the Services, and there are no agreements or <br />representations concerning the subject matter of this Agreement except for those expressed herein. The <br />Agreement may not be amended or modified except by a written agreement signed by authorized <br />representatives of both parties. <br />12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this <br />Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no <br />event will either party be bound by any terms contained in a Customer purchase order, <br />acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing <br />specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify <br />this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized <br />representatives of both parties. <br />Orange County Service Terms and Conditions 2008-2009 <br />