Orange County NC Website
Browse       Search
Section 10 DEFAULTITERMINATION <br /> 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- <br /> performing <br /> written and detailed notice of the default. The non-performing party will have thirty <br /> (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and <br /> begin implementing the cure plan immediately after plan oppnavoi If the non-performing party fails to <br /> provide or implement the ouna p|an, then the injured party, in addition to any other rights available to it <br /> under law, may immediately terminate this Agreement effective upon giving a written notice of termination <br /> to the defaulting party. <br /> 10.2. Any termination of this Agreement will not noUswe either party of obligations previously incurred <br /> pursuant to this Agreement, including payments which may be due and owing at the time of termination. <br /> All nunno owed by Customer to Motorola will become duo and payable immediately upon termination of <br /> this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide <br /> Services. <br /> Section I I LIMITATION OF LIABILITY <br /> Except for personal injury or daoth. Motorola's hmba| Uabi|ity, whether for breach of contnoot, wananty, <br /> negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, <br /> but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH <br /> THE PARTIES ACKNOWLEDGE THE P{}8G\B|L|TY OF SUCH LOSSES OR DAMAGES, THEY AGREE <br /> THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS <br /> OF USE. TlK8E. [*\TA. GOOD N8LL, REVENUEG, PROFITS OR SAVINGS; OR OTHER SPECIAL, <br /> INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING <br /> FROM THIS AGREEMENT OF{ THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO <br /> THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated <br /> by this Agreement may be brought more than one(1)year after the accrual of the cause of action, except <br /> for money due upon an open account. This limitation of liability will survive the expiration ortermination <br /> of this Agreement and applies notwithstanding any contrary provision. <br /> Section 12 EXCLUSIVE TERMS AND CONDITIONS <br /> 12.1. This Agreement mupenaadam all prior and concurrent agreements and understandings between <br /> the pomUao, whether written or ona|, related to the Semioas, and then* are no agreements or <br /> representations concerning the subject matter of this Agreement except for those expressed herein. The <br /> Agreement may not be amended or modified except by a written agreement signed by authorized <br /> representatives of both parties. <br /> 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this <br /> Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no <br /> event will either party be bound by any terms contained in m Customer purchase order, <br /> acknowledgement, or other writings unless: the purchase onder, ochnmw|edgamant, or other vvhUn <br /> specifically refers to this Agreement; dmmhy indicate the intention of both parties to override and modify <br /> this Amnamnlmnt; and the purchase order, eoknmw|edgernant, or other writing is signed by authorized <br /> representatives ofboth parties. <br /> Section 13 PROPRIETARY INFORMATION; ������U����U�����' UN7FELLECTK���LPROPERTY <br /> ������TS " , <br /> 13.1. Any information Vr data in the form of specifications, dnymings, reprints, technical information or <br /> otherwise furnished to Customer under this Agreement will remain Motorola's pnopedy, will be deemed <br /> proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may <br /> not disclose, without Motorola's written permission or as required by |avv` any confidential information or <br /> data to any penson, or use confidential information or data for any purpose other than performing its <br /> obligations under this Agreement. The obligations set forth in this Section survive the expiration or <br /> termination of this Agreement. <br /> 13.2. Unless otherwise ognsad in xvhdng, no commercial or technical information diao|maad in any <br /> manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have <br /> O .CS&5.21.13 z« <br /> Motorola Contract No.7S8841CB <br />