|
Revised June 16, 2018
<br />termination to the defaulting party.
<br />
<br />10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
<br />Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
<br />Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
<br />termination, Motorola will have no further obligation to provide Services.
<br />
<br />10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then
<br />the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service
<br />payments for the original Term.
<br />
<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
<br />liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve
<br />(12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
<br />OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
<br />LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
<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 />
<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 />
<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 />
<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 />
<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 />
<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 />
<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 />
<br />Section 15. COVENANT NOT TO EMPLOY
<br />DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA
|