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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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