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DocuSign Envelope ID:B355714F-05C5-41 D5-A0D8-7ED59DF7337B
<br /> SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
<br /> THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
<br /> action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
<br /> than one (1)year after the accrual of the cause of action, except for money due upon an open account. This limitation of
<br /> liability will survive the expiration or termination 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 the parties, whether
<br /> written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this
<br /> 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 bound
<br /> by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order,
<br /> acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to
<br /> 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, and
<br /> will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as
<br /> required by law, any confidential information or data to any person, or use confidential information or data for any purpose
<br /> other than performing its 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 agreed in writing, no commercial or technical information disclosed in any manner or at any time by
<br /> 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 under
<br /> any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a
<br /> 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 required
<br /> by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any
<br /> governmental matters.
<br /> Section 15. COVENANT NOT TO EMPLOY
<br /> During the term of this Agreement and continuing for a period of two (2)years thereafter, Customer will not hire, engage on
<br /> 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 to
<br /> 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 furnished by Motorola for the purpose of
<br /> 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. This
<br /> property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by
<br /> 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.
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