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DocuSign Envelope ID:0313865D-2315-4659-9148-EAOBE8A7C156 <br /> Section 9 WARRANTY <br /> Motorola warrants that its Services under this Agreement will be free of defects in materials and <br /> workmanship for a period of ninety (90) days from the date the performance of the Services are <br /> completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re- <br /> perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non- <br /> conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, <br /> INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A <br /> PARTICULAR PURPOSE. <br /> Section 10 DEFAULT/TERMINATION <br /> 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- <br /> performing party a 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 approval. If the non-performing party fails to <br /> provide or implement the cure plan, 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 relieve 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 sums owed by Customer to Motorola will become due 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 11 LIMITATION OF LIABILITY <br /> Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, <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 POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE <br /> THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS <br /> OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, <br /> INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING <br /> FROM THIS AGREEMENT OR 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 or termination <br /> of this Agreement and applies notwithstanding any contrary provision. <br /> Section 12 EXCLUSIVE TERMS AND CONDITIONS <br /> 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between <br /> the parties, whether written or oral, related to the Services, and there 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 a Customer purchase order, <br /> acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing <br /> specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify <br /> Service Terms and Conditions.Rev 1.12.12.doc(CSA formatted) <br />