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DocuSign Envelope ID:B355714F-05C5-41 D5-A0D8-7ED59DF7337B
<br /> than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
<br /> excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
<br /> 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
<br /> the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
<br /> battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
<br /> line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
<br /> obligations for any transmission medium, such as telephone lines, computer networks,the internet or the worldwide web, or
<br /> for Equipment malfunction caused by the transmission medium.
<br /> Section 6. TIME AND PLACE OF SERVICE
<br /> Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,
<br /> Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
<br /> power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
<br /> imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
<br /> elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless
<br /> otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
<br /> holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses
<br /> associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
<br /> Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
<br /> Section 7. CUSTOMER CONTACT
<br /> Customer will provide Motorola with designated points of contact(list of names and phone numbers)that will be available
<br /> twenty-four(24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
<br /> maintain contact, as needed, with Motorola.
<br /> Section 8. PAYMENT
<br /> Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment
<br /> period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty(20)days
<br /> of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other
<br /> taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and
<br /> franchise taxes of Motorola) by any governmental entity.
<br /> Section 9. WARRANTY
<br /> Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of
<br /> ninety(90)days from the date the performance of the Services are completed. In the event of a breach of this warranty,
<br /> Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
<br /> the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
<br /> IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br /> 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-performing party a
<br /> written and detailed notice of the default. The non-performing party will have thirty(30) days thereafter to provide a written
<br /> plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
<br /> approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
<br /> other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
<br /> termination to the defaulting party.
<br /> 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
<br /> Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
<br /> Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
<br /> termination, Motorola will have no further obligation to provide Services.
<br /> Section 11. LIMITATION OF LIABILITY
<br /> Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
<br /> liability in tort, or otherwise,will be limited to the direct damages recoverable under law, but not to exceed the price of twelve
<br /> (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
<br /> OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
<br /> LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
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