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15.3 NORTH CAROLINA PUBLIC RECORDS ACT. Motorola acknowledges that this Agreement, the <br /> Confidential Information and any documents, memorandum, data, reports, analyses, compilations, <br /> records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement <br /> may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North <br /> Carolina Public Records Law. Customer will provide Motorola with prompt notice of any intended <br /> disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an <br /> appropriate opportunity to seek protection of the Confidential Information consistent with all applicable <br /> laws and regulations. <br /> Should a public records request be made for information Motorola claims is proprietary in nature, <br /> Customer will, within a reasonable time, notify Motorola of such public records request. Motorola shall, <br /> within five (5) business days of said notification provide notice that it does or does not object to the <br /> Customer disclosing the requested information pursuant to the subject public records request. <br /> If Motorola objects to the disclosure of the requested information, Motorola agrees that it shall be solely <br /> responsible for the defense of and the cost of defending any claim or complaint against the Customer for <br /> its refusal to disclose Confidential Information. Motorola agrees that if any such complaint or claim is <br /> filed it will indemnify Customer and will reimburse Customer for any and all damages awarded against <br /> Customer its refusal to disclose the requested information. Motorola's obligations under this <br /> indemnification are expressly conditioned on the following: (i) Customer must promptly notify Motorola of <br /> any such claim; (ii) Customer must in writing grant Motorola sole control of the defense of any such claim <br /> and of all negotiations for its settlement or compromise (if Customer chooses to represent its own <br /> interests in any such action, Customer may do so at its own expense, but such representation must not <br /> prejudice Motorola's right to control the defense of the claim and negotiate its settlement or compromise); <br /> and (iii) Customer must cooperate with Motorola to facilitate the settlement or defense of the claim. <br /> Motorola agrees that it releases County from all loss, liability, claims or expense, including attorney's fees, <br /> arising out of or related to the release or disclosure or failure by the Customer to release or disclose <br /> Confidential Information in accordance with the procedure outlined herein. Motorola further agrees that it <br /> waives the right to file any court action against Customer for any such release, disclosure, or failure to <br /> release or disclose Confidential Information. <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 /> OrangeCountyNC.CSA.5.21.13 11 <br /> Motorola Contract No.79894/CB <br />