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<br /> does not grant to Customer, either directly or by implication, estoppel, m otherwise, any right, title or
<br /> interest in Motorola's Proprietary Rights. Customer will not modify, disaesomb|e, peel components,
<br /> decompile, otherwise reverse engineer or attempt to reverse engineer, dorkn* source onda or create
<br /> derivative works from, adap1, translate, mergnwbh other software, reproduce, distribute, mub|iueoae, sell
<br /> or export the Software,or permit or encourage any third party Vodoso. The preceding sentence does not
<br /> app|ybmOpenGounce.GoMvvarewhichisgovemnedbythostandand|icensmnfiheoopyhgh1mmmer.
<br /> Section 16 GENERAL
<br /> 16.1. TAXES. The Contract Price does not include any excise, oa|ea. |eeae, uae, property, or other
<br /> taxes, assessments or duties, all of which will be paid byCustomer 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 1mwniy (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, o/
<br /> transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
<br /> this uf its affiliates or its right ivo payment without the
<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 ofthe right or power. For waiver of a right or power to be effective, it must be in a
<br /> writing signed by the waiving Party. An effective waiver ofa right nr power will not bm construed ameither
<br /> a future or continuing waiver of that same right or power,or the waiver of any other right or power.
<br /> 16.4. SEVERAB|L[TY. kn 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 aaan
<br /> independent contractor. The Parties and their personnel will not be considered to be employees or
<br /> agents nf the other Party. Nothing in this Agreement will beinterpreted 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 Exhibito, constitutes the entire ognyernont
<br /> of the Parties regarding the subject matter of the Agreement and supersedes all previous agnaementa,
<br /> proposals, and understandings, whether written or oral, relating b7this subject matter. This Agreement
<br /> maybe executed in multiple counterparts, each of which shall be an original and all of which shall
<br /> constitute one and the oema instrument. A facsimile copy or computer image, such as a PDF or tiff
<br /> image, of e signature shall ba treated as and shall have the same effect as an original signature. In
<br /> addition, atme and correct facsimile copy orcomputer image ufthis Agreement shall be treated as and
<br /> shall have the same effect as an original signed copy of this document. This Agreement may be
<br /> wotomla.C8A.npisiun.10.22.12.duo 10
<br /> Motorola Contract No.__________
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