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<br />does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
<br />interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
<br />decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
<br />derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell
<br />or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
<br />apply to Open Source Software which is governed by the standard license of the copyright owner.
<br />Section 16 GENERAL
<br />16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
<br />taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
<br />is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
<br />Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the
<br />date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
<br />tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
<br />16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
<br />assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
<br />other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
<br />transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
<br />this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
<br />In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business "),
<br />whether by way of a sale, establishment of a joint venture, spin -off or otherwise (each a "Separation
<br />Event "), Motorola may, without the prior written consent of the other Party and at no additional cost to
<br />Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
<br />affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
<br />Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
<br />this Agreement.
<br />16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
<br />not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
<br />writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
<br />a future or continuing waiver of that same right or power, or the waiver of any other right or power.
<br />16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
<br />unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
<br />effect.
<br />16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
<br />independent contractor. The Parties and their personnel will not be considered to be employees or
<br />agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right
<br />or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
<br />be interpreted as a joint venture, partnership or formal business organization of any kind.
<br />16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
<br />inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
<br />the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in
<br />accordance with its terms and conditions and not for or against either Party.
<br />16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
<br />of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
<br />proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
<br />may be executed in multiple counterparts, each of which shall be an original and all of which shall
<br />constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff
<br />image, of a signature shall be treated as and shall have the same effect as an original signature. In
<br />addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and
<br />shall have the same effect as an original signed copy of this document. This Agreement may be
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