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DocuSign Envelope ID:5FB79C57-509B-433F-A621-63E620F8C209
<br /> 4) MOYIDROLA SOLUTIONS SERVICE AGREEMENT
<br /> 500 W Monroe Street Quote Number : QUOTE-1215712
<br /> Chicago, IL. 60661 Contract Number: USC000003396
<br /> (888) 325-9336 Contract Modifier: R02-MAR-20 18:54:03
<br /> ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,THEY AGREE THAT MOTOROLA WILL NOT BE
<br /> LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,TIME, DATA,GOOD WILL, REVENUES, PROFITS OR SAVINGS;OR
<br /> OTHER SPECIAL, INCIDENTAL, INDIRECT,OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR
<br /> THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the
<br /> transactions contemplated by this Agreement may be brought more than one(1)year after the accrual of the cause of action,except for money due upon an
<br /> open account. This limitation of 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 written or oral,related to the
<br /> Services,and there are no agreements or 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 representatives of both parties.
<br /> 12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however,an omission of the reference
<br /> to this Agreement will not affect its applicability. In no 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 specifically refers to this Agreement;clearly indicate the
<br /> intention of both parties to 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 to Customer under this
<br /> Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential,and will be promptly returned at Motorola's request.
<br /> Customer may not disclose,without Motorola's written permission or as required by law,any confidential information or data to any person,or use
<br /> confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive
<br /> the expiration or 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 Customer to Motorola will be
<br /> deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information,including cost
<br /> and pricing data.
<br /> 13.3 This Agreement does not grant directly or by implication,estoppel,or otherwise,any ownership right or license under any Motorola patent,copyright,
<br /> trade secret,or other intellectual property,including any intellectual property created as a result of or related to the Equipment sold or Services performed
<br /> 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 Commission or any other federal,
<br /> state,or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
<br /> employees is an agent or representative of Customer in any 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 contract,solicit the employment
<br /> of,or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
<br /> provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this
<br /> provision is found to 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 this Agreement will be and
<br /> remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control,be liable for any loss or damage
<br /> to this property,and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from
<br /> Customer's premises by 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 effect.
<br /> 17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are
<br /> performed.
<br /> 17.3 Failure to exercise any right will not operate as a waiver of that right,power,or privilege.
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