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(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 />This limitation of liability provision shall apply notwithstanding any contrary provision in this Agreement.
<br />Except for personal injury, death or damage to tangible property, Motorola's total liability, whether for
<br />breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct
<br />damages recoverable under law, but not to exceed the price of the previous twelve (12) months of
<br />Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
<br />POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT TO THE FULL EXTENT SUCH
<br />DAMAGES MAY BE DISCLAIMED BY LAW, MOTOROLA WILL NOT BE LIABLE FOR ANY
<br />COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD W ILL, REVENUES,
<br />PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT. Except for money
<br />due upon an open account, no action may be brought for a breach of this Agreement more than one (1)
<br />year after the accrual of such cause of action. This limitation of liability will survive the expiration or
<br />termination of this Agreement.
<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 inadvertent omission of the reference to this Agreement shall not affect its
<br />applicability. In no event shall either party be bound by any terms contained in a Customer purchase
<br />order, acknowledgement, or other writings unless: (i) such purchase order, acknowledgement, or other
<br />writings specifically refer to this Agreement; (ii) clearly indicate the intention of both parties to override
<br />and modify this Agreement; and (iii) such purchase order, acknowledgement, or other writings are signed
<br />by authorized representatives of both parties.
<br />SECTION 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
<br />RIGHTS
<br />13.1. Subject to North Carolina Public Records Act (NCGS Chapter 132), any information or data in the
<br />form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under
<br />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
<br />permission or as required by law, any such information or data to any person, or use such information or
<br />data itself for any purpose other than performing its obligations under this Agreement. The obligations set
<br />forth in this Section will survive the expiration or termination of this Agreement.
<br />13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in
<br />any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will
<br />DocuSign Envelope ID: 9F672A0E-9FCB-4354-99B8-69B1DEDAAD2CDocuSign Envelope ID: DE9704E5-844F-413C-813F-68BC33D96277
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