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<br />or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in
<br />accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement
<br />would not have occurred without such designs, specifications, guidelines or instructions; (d) a
<br />modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a
<br />manner for which the Motorola Product was not designed or that is inconsistent with the terms of this
<br />Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that
<br />is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
<br />indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the
<br />Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived
<br />by Motorola from Customer from sales or license of the infringing Motorola Product.
<br />13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in
<br />the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to
<br />provide any other or further remedies, whether under another provision of this Agreement or any other
<br />legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies
<br />provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14.
<br />Section 14 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, indemnification, or otherwise, will be limited to the direct damages
<br />recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to
<br />which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
<br />OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
<br />COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES,
<br />PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
<br />OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
<br />PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
<br />termination of the Agreement and applies notwithstanding any contrary provision. No action for contract
<br />breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
<br />than one (1) year after the accrual of the cause of action, except for money due upon an open account.
<br />Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
<br />15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide
<br />each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's
<br />Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party
<br />in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential
<br />Information to its employees who have a "need to know" and not copy or reproduce the Confidential
<br />Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential
<br />Information, including informing its employees who handle the Confidential Information that it is
<br />confidential and is not to be disclosed to others, but these precautions will be at least the same degree of
<br />care that the receiving Party applies to its own confidential information and will not be less than
<br />reasonable care; and use the Confidential Information only in furtherance of the performance of this
<br />Agreement. Confidential Information is and will at all times remain the property of the disclosing Party,
<br />and no grant of any proprietary rights in the Confidential Information is given or intended, including any
<br />express or implied license, other than the limited right of the recipient to use the Confidential Information
<br />in the manner and to the extent permitted by this Agreement.
<br />15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
<br />manufacturer of any Equipment, and the copyright owner of any Non - Motorola Software own and retain
<br />all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
<br />intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
<br />Motorola in connection with providing to Customer the Equipment, Software, or related services remain
<br />vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
<br />rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
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<br />Motorola Contract No.
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