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DocuSign Envelope ID:OOB45902-20C1-429E-A892-A6E653D76171
<br /> 14.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
<br /> demonstrate by documentation (i) is now available or becomes available to the public without breach of this
<br /> agreement; (ii)is explicitly approved for release by written authorization of Discloser; (iii)is lawfully obtained
<br /> from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such
<br /> disclosure; or(v)is independently developed by Recipient without the use of any of Discloser's Confidential
<br /> Information or any breach of this agreement.
<br /> 14.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced
<br /> without the express written permission of the Discloser, except for copies that are absolutely necessary in
<br /> order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will
<br /> return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing
<br /> that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival
<br /> copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement.
<br /> No license, express or implied, in the Confidential Information is granted other than to use the Confidential
<br /> Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is
<br /> authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
<br /> SECTION 15 MOTOROLA'S PROPRIETARY RIGHTS
<br /> Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola
<br /> Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and
<br /> nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed,
<br /> originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or
<br /> related services remain vested exclusively in Motorola, and this Agreement does not grant to
<br /> Customer any shared development rights of intellectual property. Except as explicitly provided in the
<br /> Software License Agreement, Motorola does not grant to Customer, either directly or by implication,
<br /> estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify,
<br /> disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer,
<br /> derive source code or create derivative works from, adapt, translate, merge with other software, reproduce,
<br /> or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
<br /> apply to Open Source Software which is governed by the standard license of the copyright owner.
<br /> Section 16 GENERAL
<br /> 16.1. TAXES. The Contract Price does not include excise, sales, lease, use, property, or other taxes,
<br /> assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is
<br /> required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
<br /> Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the
<br /> date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
<br /> tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
<br /> 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign
<br /> this Agreement or any of its rights or obligations hereunder without the prior written consent of the other
<br /> Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer
<br /> without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this
<br /> Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
<br /> addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"),
<br /> whether by way of a sale,establishment of a joint venture,spin-off or otherwise(each a"Separation Event"),
<br /> Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola,
<br /> assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and
<br /> Motorola Apttus/Contract No.250484 Page 8 v.12-14-2018
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