|
SERVICE AGREEMENT
<br />
<br />
<br />
<br />500 W Monroe Street Quote Number : QUOTE-1316758
<br />Chicago, IL. 60661 Contract Number: USC000006113
<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 liability in tort, or otherwise, will be
<br />limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement.
<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 t he
<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 notwiths tanding any contrary provision.
<br />
<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, r elated to the
<br />Services, and there are no agreements or representations concerning the subject matter of this Agreement except for t hose expressed herein. The
<br />Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties.
<br />
<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 />
<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 return ed 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 />
<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
<br />cost and pricing data.
<br />
<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 />
<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. Neithe r Motorola nor any of its
<br />employees is an agent or representative of Customer in any governmental matters.
<br />
<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 />
<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 Agreem ent 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 />
<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 />
<br />DocuSign Envelope ID: 3623B9CB-2207-4C7E-9DEE-F4BCE8EC7434
|