2013-182 EMS - Motorola Solutions Inc for new Radio Consoles $770088

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no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by |rnpUcoton, esboppe|, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer in solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, abate. or local government agency d for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 16 COVENANT NOT TO EMPLOY [)uhnQ the term of this Agreement and continuing for o period of two (2) years thereafter, Customer will not hiro, engage on nonboct, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering sen/imam under this Agreement. If this provision is found to be overly broad under applicable law, d will be modified ms necessary to conform to applicable law. Section 16 MATERIALS,TOOLS AND EQUIPMENT All too|n, equipment, dies. Qougem, nnoda|m, drawings or other nnoheha|o paid for orfurnished by K8ohmno|a for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property xxhUa it is in Customers custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customers premises by Motorola at any time without restriction. Section 17 GENERALTERMS 17'1. If any court renders any portion of this Agreement unenfonceabks, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Mobmno|o may subcontract any of the work, but subcontracting will not relieve Motorola ofits duties under this Agreement. 17.0. Except as provided herein, neither Podx may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Pady, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the fbnagoing. Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addiUon, in the event Motorola separates one or more of its businesses (each m ^Geponsbad Buwiness''), whether byway of oa|e, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its offi|ioteo, to the extent applicable)following the Separation Event. Om ContyNCCOA.o.z113 25 Motorola Contract No.ryu94xC8