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12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
<br /> written or oral, related to the Services,and there are no agreements or representations concerning the subject matter of
<br /> this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
<br /> agreement signed by authorized representatives of both parties.
<br /> 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
<br /> however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be
<br /> bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase
<br /> order, acknowledgement, or other writing specifically refers to this Agreement;clearly indicate the intention of both parties
<br /> to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized
<br /> representatives of both parties.
<br /> Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
<br /> 13.1.Any information or data in the form of specifications, drawings, reprints,technical information or otherwise furnished
<br /> to Customer under this Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential,
<br /> and will be promptly returned at Motorola's request. Customer may not disclose,without Motorola's written permission or
<br /> as required by law, any confidential information or data to any person, or use confidential information or data for any
<br /> purpose other than performing its obligations under this Agreement.The obligations set forth in this Section survive the
<br /> expiration or termination of this Agreement.
<br /> 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time
<br /> by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
<br /> access to its confidential and proprietary information, including cost and pricing data.
<br /> 13.3.This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license
<br /> under any Motorola patent, copyright,trade secret, or other intellectual property including any intellectual property created
<br /> as a result of or related to the Equipment sold or Services performed under this Agreement.
<br /> Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS
<br /> Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
<br /> Commission or any other federal, state,or local government agency and for complying with all rules and regulations
<br /> required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer
<br /> in any governmental matters
<br /> Section 15.COVENANT NOT TO EMPLOY
<br /> During the tern of this Agreement and continuing for a period of two(2)years thereafter,Customer will not hire,engage
<br /> on contract, solicit the employment of,or recommend employment to any third party of any employee of Motorola or its
<br /> subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of
<br /> Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found
<br /> to be overly broad under applicable law, it will be modified as necessary to conform to applicable law
<br /> Section 16. MATERIALS,TOOLS AND EQUIPMENT
<br /> All tools, equipment, dies, gauges, models, drawings or other materials paid for or fumished by Motorola for the purpose
<br /> of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
<br /> Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request.
<br /> This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises
<br /> by Motorola at any time without restriction.
<br /> Section 17.GENERAL TERMS
<br /> 17.1. If any court renders any portion of this Agreement unenforceable,the remaining terms will continue in full force and
<br /> effect.
<br /> 17.2.This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in
<br /> which the Services are performed
<br /> 17.3. Failure to exercise any right will not operate as a waiver of that right, power,or privilege.
<br /> 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
<br /> reasonable control,such as strikes, material shortages,or acts of God.
<br /> 17.5. Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this
<br /> Agreement.
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